/raid1/www/Hosts/bankrupt/TCR_Public/090922.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, September 22, 2009, Vol. 13, No. 263
Headlines
7-H CATTLE FEEDERS: Case Summary & 20 Largest Unsecured Creditors
ACCREDITED HOME: Committee Protests Professionals' Fee Requests
ALIZADEH'S JACK: Files for Chapter 11, Reopens Restaurants
AMES TRUE: S&P Raises Corporate Credit Rating to 'B-'
ANTHRACITE CAPITAL: Receives Non-Compliance Notice from NYSE
ARVINMERITOR INC: Closes Sale of Wheels Business to Iochpe-Maxion
ASARCO LLC: Asks Court to Drop Moreno's $1 Million Claim
ASARCO LLC: CBD Lauds Appeals Court Ruling Against Land Exchange
ASARCO LLC: Court Approves Bondholder Settlement
ASARCO LLC: Settles With NJDEP on Phase II of Amboy Site
ASARCO LLC: To Settle Montana Workers Obligations
AVENTINE RENEWABLE: Agrees to Motiva Set-Off
AXCELIS TECHNOLOGIES: Receives Nasdaq Deficiency Letter
BASELINE OIL: Can Access Cash Securing Loan with Noteholders
BAYSIDE SQUARE: Files List of 20 Largest Unsecured Creditors
BIOJECT MEDICAL: Obtains $1.125 Million in Signet Transaction
BROADSTRIPE LLC: Settlement with NCTC Approved by Judge
BUCKLEY MANOR: Case Summary & 9 Largest Unsecured Creditors
CAMILLO RUIZ: Case Summary & 11 Largest Unsecured Creditors
CAPITAL FUNDING: Case Summary & 20 Largest Unsecured Creditors
CELESTICA INC: Fitch Puts Stable Outlook; Has 'BB-' Rating
CENTRAL VALLEY FOOD: Case Summary & 19 Largest Unsecured Creditors
CHARLES OHNMACHT: Case Summary & 20 Largest Unsecured Creditors
CHARTER COMM: Allen Says Plan Provides More Benefits to Company
CHRYSLER LLC: Estate Has Incurred $12-Bil. Loss Since Filing
CHRYSLER LLC: Appeal From Termination of Dealerships Dismissed
CITADEL BROADCASTING: S&P Downgrades Unsolicited Ratings to 'CCC-'
CITY CAPITAL: Posts $1.14 Million Net Loss for March 31 Quarter
CITY CAPITAL: Issues 12 Mil. Shares to Three Directors
CLARIENT INC: Safeguard Reduces Equity Stake to 38.4%
CLARK HOLDINGS: BofA Agrees to Forbear From Remedies Until Feb. 28
CLASSICSTAR LLC: Eastern Star Seeks Removal From Suit
CLEARPOINT BUSINESS: Issues Promissory Notes to Restate Sub Notes
COMMERCECONNECT MEDIA: Emerges from Chapter 11 in 49 Days
COMMERCECONNECT MEDIA: John French Named CEO Following Emergence
COOPER-STANDARD: Gets Court Nod to Hire Fried Frank as Counsel
COOPER-STANDARD: Gets Court Nod to Hire Richards Layton as Counsel
COOPER-STANDARD: Wins Nod for A&M as Restructuring Adviser
COUDERT BROTHERS: Lease, Amendment Are One Contract
COYOTES HOCKEY Balsillie Says Melnyk Contradicts NHL on Veto Right
CREATIVE DESPERATION: Frivolous Suits Bring $92,500 in Sanctions
CRUCIBLE MATERIALS: Allegheny Acquires Assets for $40.95 Million
CRUSADER ENERGY: Equity Committee Opposed by Management, Creditors
CYNERGY DATA: Wins Approval for ComVest-Led Auction on Oct. 5
DALLEK INC: Voluntary Chapter 11 Case Summary
DECODE GENETICS: Delivers $700,000 Promissory Note to Saga
DECODE GENETICS: Receives Nasdaq Delinquency Notice
DELPHI CORP: Court OKs Sale of Interest in PBR Joint Venture
DEVELOPERS DIVERSIFIED: Provides Update on De-Leveraging Plan
DOLE FOOD: Moody's Affirms 'B2' Rating on $310 Mil. 3rd Lien Notes
DOLE FOOD: S&P Assigns 'B-' Rating on $315 Mil. Junior-Lien Notes
DOMINO'S PIZZA: Registers Shares Under Employee Plans
DONNA FOOTE: Case Summary & 11 Largest Unsecured Creditors
E*TRADE FINANCIAL: Citadel et al. Disclose Equity Stake
EARTHWISE TECHNOLOGIES: Case Summary & 3 Largest Unsec. Creditors
EASTMAN KODAK: Fitch Affirms Issuer Default Rating at 'B-'
EASTMAN KODAK: S&P Downgrades Issue-Level Rating to 'CCC'
EASY STREET: Files for Chapter 11 Bankruptcy Protection
ENERGY PARTNERS: Exits Chapter 11 with $70MM GECC Facility
ENERGY PARTNERS: Appoints 5 Members to Board; Hanna Named CEO
ENERGYSOLUTIONS LLC: Moody's Downgrades Default Rating to 'B1'
EQUIPMENT FINDERS OF TENN: Files for Chapter 11 Bankruptcy
EUROFRESH INC: To Settle Labor Dept.'s Regulations Breach Claim
EVEREST HOLDINGS: Files Schedules of Assets & Liabilities
EXCALIBUR MACHINE: Nearing Deal to Sell Metals Operations
FLEXTRONICS INT'L: Fitch Gives Stable Outlook; Has 'BB+' Rating
FLOWSERVE CORP: S&P Raises Corporate Credit Rating to 'BB+'
FONTAINEBLEAU LAS VEGAS: Terms of Cash Collateral Use Opposed
FORD MOTOR: Developing Voice-to-Text System for Drivers
FORMIDABLE LLC: Lenders Wants Case Dismissed
FRANCESCO CARRUBBA: Section 341(a) Meeting Set for September 29
FRANCESCO CARRUBBA: Taps Binder and Malter as Bankruptcy Counsel
FRANCESCO CARRUBBA: Wants Schedules Filing Extended Until Sept. 28
GENERAL GROWTH: Gets Court Nod to Employ E&Y as Tax Consultant
GENERAL GROWTH: Gets OK for Hewitt as Exec. Compensation Advisor
GENERAL GROWTH: Has OK for Bracewell & Guiliani as Special Counsel
GENERAL MOTORS: Court OKs Rejection of 60 Dealership Pacts
GENERAL MOTORS: Deadline to Remove Actions on Plan Confirmation
GENERAL MOTORS: MLC of Harlem Inc.'s Schedules and Statement
GENERAL MOTORS: MLCS Distribution's Schedules & Statement
GENERAL MOTORS: Taps Brownfield for Environmental Support Services
GENMAR HOLDINGS: To Set Up Protocol on Sale of Business
NAILITE INT'L: Plan Offers De Minimis Recovery to Unsec. Creditors
GEORGIA GULF: Names Six New Members to Board of Directors
GEORGIA GULF: Stockholders Approve 2009 Incentive Plan
GRAND SEAS: Gets Nod for Hinshaw & Culbertson as Bankr. Counsel
GRAND SEAS: U.S. Trustee Sets Meeting of Creditors for October 15
GTC BIOTHERAPEUTICS: Fails to Regain Nasdaq Compliance
HARRAH'S ENTERTAINMENT: Issues $720MM of Senior Notes Due 2017
HINDSDALE GREYHOUND: Court OKs Sale of Section of Land to Wal-Mart
HRH CONSTRUCTION: Has Until Oct. 6 to File Schedules & Statements
HRH CONSTRUCTION: Section 341(a) Meeting Scheduled for October 23
HTG REAL: Wants Access to Creditors' Cash Collateral
HUBER CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
HUNTINGTON BANCSHARES: New Capital Won't Move S&P's 'BB+' Rating
INDALEX HOLDINGS: Creditors Want Case Converted to Chapter 7
INSIGHT HEALTH: Swings to $19.7MM Net Loss for June 30 Fiscal Year
INTERGRAPH CORPORATION: Moody's Raises Corp. Family Rating to 'B1'
J & W DEVELOPMENT: Voluntary Chapter 11 Case Summary
JABIL CIRCUIT: Fitch Puts Stable Outlook; Has 'BB+' Rating
JARDEN CORPORATION: Quarterly Dividend Won't Affect Moody's Rating
JBS USA: Moody's Gives Positive Outlook; Affirms 'B1' Rating
JOURDAN RIVER ESTATES: Voluntary Chapter 11 Case Summary
KIRK CORP: Files Fourth Amended Reorganization Plan
KNOLOGY INC: Proposed Amendment Won't Affect Moody's 'B1' Rating
KRONOS INT'L: Deutsche Bank Amends Loan, Sets New Covenants
LANDAMERICA FIN'L: Amer. Capital Wants FRBP 2004 Probe on LAC
LANDAMERICA FIN'L: Gets Court Nod for Deal With FNF & Underwriters
LE-NATURE'S INC: Court Won't Release Wachovia From RICO Suit
LEHMAN BROTHERS: Court Approves Bingham as Special Counsel
LEHMAN BROTHERS: Court Approves Citadel as Data Consultant
LEHMAN BROTHERS: Court OKs Settlement With 2 Units on Loans
LEHMAN BROTHERS: Gets Court Nod to Employ Windels Marx as Counsel
LEHMAN BROTHERS: Gets Court Nod of Settlement With Orange Beach
LEHMAN BROTHERS: LBI Trustee Wants to Decide on Leases by Jan. 12
LEHMAN BROTHERS: New York's MTA Terminates Swaps
LEWIS EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
LLC 1 07CH12487: Voluntary Chapter 11 Case Summary
LYONDELL CHEMICAL: Reliance Industries Eyeing Assets
MAINLINE CONTRACTING: County Must Go to Bankr. Court to Get Paid
MAMMOTH CARLSBAD I LLC: Case Summary & 20 Largest Unsec. Creditors
MAMMOTH ROCKLIN: Case Summary & 20 Largest Unsecured Creditors
MAMMOTH TEMECULA: Case Summary & 19 Largest Unsecured Creditors
MARCUS EUGENE SIMES: Case Summary & 20 Largest Unsecured Creditors
MARDELO I CORP: Case Summary & 10 Largest Unsecured Creditors
MECACHROME INTERNATIONAL: Stay Orders Extended Until December
MGM MIRAGE: CityCenter to Open in December, Initiates Job Offers
MGM MIRAGE: Moody's Affirms Corporate Family Rating at 'Caa2'
MICROMET INC: Omega Fund Discloses 7.17% Equity Stake
MODERN CONTINENTAL: Ch. 11 Liquidation Plan Approved by Court
NAP GRAND CAYMAN: Voluntary Chapter 11 Case Summary
NEW FRONTIER: FDIC Orders Auction of Exotic Cars, Chopper
NEWPAGE CORP: Prices $1.7 Bil. 11.375% Sr. Secured Notes Due 2014
NORTEL NETWORKS: Court Approves Benefits for Foreign Employees
NORTEL NETWORKS: Eyes Sale of Packet Core Assets
NORTEL NETWORKS: NN CALA's Schedules of Assets & Liabilities
NORTEL NETWORKS: NN Cala's Statement of Financial Affairs
NORTEL NETWORKS: Proposes Global Knowledge Settlement
NORTH VALLEY: Wants Access to Shopping Center's Postpetition Rents
NPOT PARTNERS: Can Initially Use Cash Securing Lender Group Loan
OSAGE EXPLORATION: Halts Participation in Rosa Blanca Concession
PACIFIC ENERGY: Alaska May Own Cook Inlet Oil & Gas Platform
PACIFIC ETHANOL: Receives Nasdaq Non-Compliance Notice
PALM INC: Elevation to Acquire $35MM Worth of Common Shares
PALM INC: Posts $161 Mil. Net Loss for August 31 Quarter
PALM INC: S&P Puts 'CCC' Corp. Rating on CreditWatch Positive
PARMALAT SPA: NY Judge Clears Grant Thornton from Bondi Suit
PARMALAT SPA: Court Dismisses Lawsuit Against Bank of America
PERPETUA HOLDINGS: Dispute Over Burr Oak Cemetery Continues
PETER MATT: Wants Access to FCC and Capstone Cash Collateral
PETRORIG: To Auction Oil Rig Contract September 25
PHILADELPHIA NEWSPAPERS: Hearing on Auction Moved to October 1
PHILIP PALERACIO: Case Summary & 13 Largest Unsecured Creditors
PILGRIM'S PRIDE: Has Deal With Mt. Pleasant on Taxes
PORTA SYSTEMS: Issues $1,401,522 Promissory Note to Cheyne
PREMIER GOLF: Files for Chapter 11 Bankruptcy Protection
PROTOSTAR LTD: Agrees to Return Erroneous Wire Transfer
PROTOSTAR LTD: PLDT Looking for $27.5MM Deposit, Wants Probe
QUEENS BLVD. LINCOLN: Files Chapter 11 in Brooklyn
QUEST RESOURCE: RBC Loan Amendment Provides Much Needed Liquidity
QUEST RESOURCE: Receives Nasdaq Non-Compliance Letter
RATHGIBSON INC: Gets Nod to Pay Work Fees for Potential Lenders
READER'S DIGEST: Cleared to Pay $25 Million to Vendors
SAMSONITE STORES: Can Access Sr. Facility Lenders' Cash Collateral
SANMINA-SCI CORP: Fitch Puts Stable Outlook; Has 'B' Rating
SARATOGA RESOURCES: Opposes Committee Plea to End Plan Exclusivity
SELECTIVE INSURANCE: S&P Assigns 'BB+' Preferred Stock Ratings
SIRIUS XM: Receives Nasdaq Non-Compliance Notice
SMURFIT-STONE: Appoints Timothy Griffith as Vice President
SMURFIT-STONE: Closes Ontonagon, Michigan Plant
SONIC AUTOMOTIVE: Moody's Affirms 'Caa1' Corp. Family Rating
SOURCE INTERLINK: Settles With Bauer Over Alleged Pricing Fixing
SPANSION INC: Court Approves Rejection of Apple Contract
SPANSION INC: Court OKs Brincko & Thoroddsen as CRO Consultants
SPANSION INC: Proposes to Assume Contract With LRN Corporation
STANDARD PACIFIC: Issues $280-Mil. of 10.750% Sr. Notes Due 2016
SUN-TIMES MEDIA: PBGC Says Sale Should Account for Pension Plans
SUNESIS PHARMACEUTICALS: Receives NASDAQ Non-Compliance Letter
TAHOE SHORELINE: Case Summary & 7 Largest Unsecured Creditors
TAMALPAIS BANK: Consents to Cease & Desist Order from FDIC
TELKONET INC: Gets $300,000 Loan From Wisconsin Commerce Dept.
TERRA BENTLEY II LLC: Case Summary & 3 Largest Unsecured Creditors
THELEN LLP: Files for Chapter 7 Bankruptcy Protection
TOMLINSON GROUP: Voluntary Chapter 11 Case Summary
TOWN CENTER: Has Until September 23 to File Schedules & Statement
TOWN CENTER: Proposes Leverson & Metz as Bankruptcy Counsel
TOWN CENTER: U.S. Trustee Sets Meeting of Creditors for Sept. 29
TRONOX INC: To Conduct Huntsman Led Auction on December 8
TRONOX INC: Plan Exclusivity Extended to Dec. 15, Not March 31
UAL CORP: $2.6BB Cash in Q3; More Liquidity Initiatives Underway
UAL CORP: Appoints Jane Garvey as New Member of Board
UBS AG: Warns US Clients of Accounts Disclosure to Tax Authorities
VERASUN ENERGY: To Present Liquidating Plan on October 23
VISTEON CORP: John Donofrio Resigns as Sr. VP and Gen. Counsel
WATERFORD PARK: Files for Chapter 11 in Orlando
WEST HAWK: Gets Court Approval to Hire Four Professionals
WESTMORELAND COAL: Amends Annual Report to Address SEC Concerns
WHITE ENERGY: Gets Shorter Exclusivity Extension
WILLIAM HOLMES: Case Summary & 20 Largest Unsecured Creditors
WYNN RESORTS: Wants to Raise HK$12.6 Billion From IPO
YOUNG BROADCASTING: Updated Voluntary Chapter 11 Case Summary
* Fitch Eyes Moderate Revenue Growth in Electronics Services Cos.
* Jones Day Bills $9 Million for 2 Bankruptcy Cases
* Joseph R. Manning Offers Debt Settlement Alternative
* Lenny Goldberger Presents at Financial Restructuring Conference
* Matthew Shirah Joins Mesirow as Managing Director
* Large Companies With Insolvent Balance Sheets
*********
7-H CATTLE FEEDERS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: 7-H Cattle Feeders, Inc.
fdba Double A Feeders
124 Kenton Hwy
P.O. Box 220
Clayton, NM 88415
Bankruptcy Case No.: 09-14232
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
New Mexico (Albuquerque)
Judge: Robert H. Jacobvitz
Debtor's Counsel: Daniel J. Behles, Esq.
Cuddy & McCarthy, LLP
7770 Jefferson NE, Suite 305
Albuquerque, NM 87109
Tel: (505) 888-1335
Fax: (505) 888-1369
Email: dan@behles.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/nmb09-14232.pdf
The petition was signed by Robert J. Podzemny.
ACCREDITED HOME: Committee Protests Professionals' Fee Requests
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Accredited Home
Lenders Holding Co.'s Chapter 11 cases has expressed concerns
about the reasonableness of fees incurred by the Debtors' counsel,
Hunton & Williams LLP, and special litigation counsel, Quinn
Emanuel Urquhart Oliver & Hedges LLP, according to Law360.
The Debtors have obtained approval to hire Hunton & Williams as
bankruptcy counsel. Associates of the firm charge $220 to $450
per hour while partners charge $470 to $850.
Quinn Emanuel Urquhart Oliver & Hedges LLP was hired as counsel
for the Debtors in connection with any claims arising out of or
related to the sale of its servicing business to Select Portfolio
Servicing, Inc., a subsidiary of Swiss banking giant, Credit
Suisse. Hourly rates of partners for Quinn Emanuel range from
$730 to $970, counsel range from $390 to $950 and legal assisants
$265 to $295.
Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada. Founded in 1990, the company is headquartered in
San Diego. The Company was acquired by Lone Star Funds for
$300 million in October 2007. Lone Star also owns Bruno's
Supermarkets LLC and Bi-Lo LLC, two grocery retailers in
Chapter 11.
Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516). Gregory G. Hesse,
Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at
Hunton & William LLP, represent the Debtors as counsel. Laura
Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware
counsel. Kurtzman Carson Consultants is the Debtors' claims
agent. Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert
M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N.
Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the
official committee of unsecured creditors as co-counsel. Neil R.
Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott
Greenleaf, represent the Committee as Delaware and conflicts
counsel.
According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from
$100 million to $500 million.
ALIZADEH'S JACK: Files for Chapter 11, Reopens Restaurants
----------------------------------------------------------
Abe Alizadeh has sent four entities that operate his Jack in the
Box Inc. franchised restaurants to Chapter 11 bankruptcy
protection.
Mark Anderson at Sacramento Business Journal reports that
Mr. Alizadeh temporarily closed 70 Jack in the Box restaurants in
Northern California on Thursday, but reopened them on Friday. The
restaurants were reopened after Mr. Alizadeh submitted the Chpater
11 petitions., the report says, citing spokesperson Scott Rose.
According to Business Journal, the restaurants had closed while
Mr. Alizadeh tried to resolve tax issues with the state of
California. Citing the Board of Equalization, Business Journal
says that the restaurants have struggled, as the local Jack in the
Boxes owned by Mr. Alizadeh were listed as one of the Sacramento
area's businesses with the highest delinquent taxes, at
$1.5 million.
Abe Alizadeh is a longtime Jack in the Box Inc. franchisee in
Northern California.
AMES TRUE: S&P Raises Corporate Credit Rating to 'B-'
-----------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on Ames True Temper Inc., including its corporate credit rating to
'B-' from 'CCC+'. The outlook is stable. Ames had about
$332 million of reported debt as of June 27, 2009.
"The upgrade reflects the company's relatively stable operating
performance through the very challenging economic environment and
improved liquidity position through modest free cash flow
generation over the past 12 months," said Standard & Poor's credit
analyst Christopher Johnson. In addition, Ames has adequate
availability under its borrowing-based revolving credit facility
(close to $50 million on a borrowing base of about $85 million as
of June 27, 2009), and S&P believes there will be adequate
availability to meet estimated working capital requirements of
more than $40 million ahead of its key selling season in the
second and third quarters of fiscal 2010 (ending Sept 30, 2010).
S&P also believe near-term debt obligations are manageable given
these factors.
The ratings on Ames reflect competitive industry dynamics and the
company's narrow product portfolio, seasonal business
characteristics, limited geographic diversification, product and
customer concentration, and a highly leveraged capital structure.
The company manufactures its products under several brand names,
such as Ames, True Temper, Ames True Temper, UnionTools, Hound
Dog, and Razor-Back, as well as a family of sub brands and
contractor-oriented brands. The lawn and garden tools and
accessories market is competitive and fragmented, which limits
pricing flexibility. Moreover, Ames' business is highly seasonal
and subject to unfavorable weather conditions, with more than 60%
of sales and a majority of its operating income and cash flows
occurring in the second and third quarters of the fiscal year.
The outlook is stable, reflecting adequate liquidity and
relatively stable EBITDA levels despite year-to-date declines
in sales volumes. S&P believes the company will maintain adequate
liquidity, including revolver availability in excess of
$30 million over the next year, and will continue to generate
positive free cash flows. S&P would consider an outlook revision
to positive if sales declines abate in fiscal 2010 and the company
maintains EBITDA margins of about 12%, resulting in year-over-year
EBITDA growth and debt leverage at 7.5x or less. S&P would
consider an outlook revision to negative if operating performance
weakens significantly in fiscal 2010 and materially pressures
liquidity.
ANTHRACITE CAPITAL: Receives Non-Compliance Notice from NYSE
------------------------------------------------------------
Anthracite Capital, Inc., on September 15, 2009, was notified by
the New York Stock Exchange, Inc., that the average per share
price of its common stock was below the NYSE's continued listing
standard relating to minimum average share price. Rule 802.01C of
the NYSE's Listed Company Manual requires that the average closing
price of a company's common stock be no less than $1.00 per share
over a consecutive 30 trading-day period.
Under the applicable rules and regulations of the NYSE, the
Company has 10 business days from the receipt of the notice to
notify the NYSE of its intent to cure the Price Condition
deficiency. The Company intends to cure the Price Condition
deficiency by effecting a reverse stock split, subject to
stockholder approval.
Under the applicable rules and regulations of the NYSE, the
Company has six months from the date of the notice to cure the
Price Condition deficiency unless the Company determines that it
is necessary to take an action that requires stockholder approval.
Since the reverse stock split will require stockholder approval,
the notice provides that the Company must obtain stockholder
approval by no later than its next annual meeting (scheduled on
May 18, 2010) and must implement the reverse stock split promptly
thereafter. If the Company has not cured the Price Condition
deficiency by that date, its common stock will be subject to
suspension and delisting by the NYSE. The Price Condition
deficiency will be deemed cured if the Company's common stock
price then promptly exceeds $1.00 per share and remains above
$1.00 for the following 30 trading days.
The ratio of the reverse stock split will be determined based on
the facts and circumstances at a later date.
The Company's common stock will continue to be listed on the NYSE
under the symbol "AHR" during this interim cure period, but will
be assigned a ".BC" indicator by the NYSE to signify that the
Company is not currently in compliance with the NYSE's
quantitative continued listing standards. The Company's continued
listing during this interim cure period is also subject to the
Company's compliance with other NYSE requirements and the NYSE's
right to reevaluate continued listing determinations, including if
the Company's common stock trades at levels viewed to be
abnormally low over a sustained period of time. Although the
Company intends to cure the Price Condition deficiency and to
return to compliance with the NYSE continued listing requirements,
there can be no assurance that it will be able to do so.
As reported by Troubled Company Reporter on September 4, 2009,
Anthracite Capital did not make an interest payment due
September 1, 2009, on its outstanding $51,049,000 11.75%
Convertible Senior Notes due 2027. Under the indenture governing
these notes, the failure to make an interest payment is subject to
a 30-day cure period before constituting an event of default.
On August 17, 2009, as reported by the TCR, Anthracite Capital
issued 5,000,000 shares of its common stock, par value $0.001 per
share, in exchange for $15,000,000 aggregate principal amount of
its 11.75% Convertible Senior Notes due 2027 with a holder of the
notes pursuant to an exchange agreement entered into on August 14
with that holder.
On August 13, the Company agreed to issue 915,000 shares of its
common stock in exchange for $3,000,000 aggregate principal amount
of its 11.75% Convertible Senior Notes due 2027 with another
holder of the notes pursuant to an exchange agreement with the
holder. The exchange was expected to settle on August 18.
In each of the transactions, the shares of the Company's common
stock were or are expected to be issued in reliance upon the
exemption set forth in Section 3(a)(9) of the Securities Act of
1933 for securities exchanged by the issuer and an existing
security holder where no commission or other remuneration is paid
or given directly or indirectly by the issuer for soliciting such
exchange.
Going Concern Doubt
After auditing the Company's 2008 report on Form 10-K, the
Company's independent registered public accounting firm issued an
opinion saying that the uncertainty relating to the outcome of the
Company's ongoing negotiations with its lenders have raised
substantial doubt about the Company's ability to continue as a
going concern. The Company obtained agreements from its secured
credit facility lenders on March 17, 2009, that the going concern
reference in the independent registered public accounting firm's
opinion to the consolidated financial statements was waived.
About Anthracite Capital
Anthracite Capital, Inc., is a specialty finance company focused
on investments in high yield commercial real estate loans and
related securities. Anthracite is externally managed by BlackRock
Financial Management, Inc., which is a subsidiary of BlackRock,
Inc., one of the largest publicly traded investment management
firms in the United States with roughly $1.307 trillion in global
assets under management at December 31, 2008. BlackRock Realty
Advisors, Inc., another subsidiary of BlackRock, provides real
estate equity and other real estate-related products and services
in a variety of strategies to meet the needs of institutional
investors.
At June 30, 2009, the Company's balance sheet showed total assets
of $2.74 billion, total liabilities of $2.198 billion, resulting
to a stockholders' equity of $504.67 million.
ARVINMERITOR INC: Closes Sale of Wheels Business to Iochpe-Maxion
-----------------------------------------------------------------
ArvinMeritor, Inc., completed the sale of its Wheels business --
formerly a division of the company's Light Vehicle Systems segment
-- to Iochpe-Maxion S.A., a Brazilian producer of wheels and
frames for commercial vehicles, railway freight cars and castings,
for approximately $180 million.
The Company expects to use the net proceeds of $169 million from
the sale to reduce outstanding balances on its revolving credit
facility in advance of its fourth fiscal quarter end. The company
reiterated that it expects to remain in compliance with its
financial covenant in the fourth quarter.
"We are pleased to have completed this transaction, which
represents another step forward in our transformation to becoming
a global commercial vehicle and industrial company with a focus on
expanding our leadership position in both the on- and off-highway
equipment and machinery markets," said Chip McClure,
ArvinMeritor's chairman, CEO and president. "We look forward to
using the proceeds from this sale to further strengthen our
balance sheet and to invest in areas that will help us grow our
core business and deliver value to our shareholders. We would like
to thank the entire Wheels team for their dedication and hard work
over many years and wish them much success in the future."
About ArvinMeritor Inc.
ArvinMeritor, Inc. -- http://www.arvinmeritor.com/-- is a premier
global supplier of a broad range of integrated systems, modules
and components to the motor vehicle industry. The company marks
its centennial anniversary in 2009, celebrating a long history of
'forward thinking.' The company serves commercial truck, trailer
and specialty original equipment manufacturers and certain
aftermarkets, and light vehicle manufacturers. ArvinMeritor common
stock is traded on the New York Stock Exchange under the ticker
symbol ARM. In August, Fitch Ratings said it is keeping
ArvinMeritor's issuer default rating at 'CCC' on Rating Watch
Negative.
ASARCO LLC: Asks Court to Drop Moreno's $1 Million Claim
--------------------------------------------------------
ASARCO LLC asks the Court to disallow and expunge Claim No. 10334
asserted by Veronica Moreno for $1,000,000.
Ms. Moreno was hired by ASARCO as a laborer at its Mission
Complex. She took a leave of absence beginning March 10, 2000,
and did not return to work. Ms. Moreno's employment with ASARCO
was terminated as of March 11, 2003, under the terms of ASARCO's
Labor Agreement, as she had been absent from work for 36 months
at that time.
Ms. Moreno filed a charge of discrimination with the United
States Equal Employment Opportunity Commission and the Civil
Rights Division of the Arizona Attorney General's Office on
June 20, 2000, alleging sex discrimination and retaliation. The
EEOC issued a right-to-sue letter on May 30, 2002, but Ms. Moreno
did not subsequently file a lawsuit against ASARCO.
Subsequently, on July 26, 2006, Ms. Moreno filed Claim No. 10334
against ASARCO, asserting an unsecured non-priority claim for
$1,000,000 based on alleged "harassment [she] endured while
working for ASARCO" as well as exposure to toxic substances,
largely contained in waste rock and tailings.
Robert C. Wilmoth, Esq., at Baker Botts L.L.P., in Dallas, Texas,
relates that Ms. Moreno's proof of claim form identifies these
bases for liability: long-term disability, personal injury,
retiree benefits, and wages, salaries and compensation. He
maintains that a review of ASARCO's books and records reveals no
outstanding liability to Ms. Moreno for long-term disability,
personal injury, retiree benefits, wages, salary or compensation.
Mr. Wilmoth adds that Ms. Moreno did not submit a judgment,
settlement agreement, contract or other documents indicating that
ASARCO is liable to her under any legal theory.
Mr. Wilmoth argues that Ms. Moreno's Claim should be disallowed
because it fails to demonstrate any liability of ASARCO to Ms.
Moreno. Moreover, he contends, the allegations underlying Ms.
Moreno's Claim are barred either because she failed to exhaust
her administrative remedies or because the statute of limitations
has run.
Accordingly, ASARCO asks the Court to disallow and expunge Claim
No. 10334 in its entirety and to hold that Ms. Moreno will take
nothing on the Claim.
The Court will convene a hearing on October 30, 2009, to consider
ASARCO's objection.
About ASARCO LLC
Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.
ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts. Paul M.
Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq.,
at Reed Smith LLP give legal advice to the Official Committee of
Unsecured Creditors and David J. Beckman at FTI Consulting, Inc.,
gives financial advisory services to the Committee.
When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.
ASARCO LLC has five affiliates that filed for Chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525). They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors. Former judge Robert C. Pate
has been appointed as the future claims representative. Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.
Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for Chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
Chapter 11 case. On October 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.
ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on December 12, 2006. (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).
Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).
Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
ASARCO LLC: CBD Lauds Appeals Court Ruling Against Land Exchange
----------------------------------------------------------------
In a major ruling on environmental and public-land law, the U.S.
Court of Appeals for the Ninth Circuit in San Francisco issued its
ruling striking down the federal government's approval of a land
exchange with mining giant Asarco, Inc. The court ruled that the
federal Bureau of Land Management had violated various federal
laws in agreeing to trade public land with Asarco, which Asarco
wanted as part of its expansion of its massive Ray Copper Mine in
Arizona. The court held that the agency's actions were
"arbitrary and capricious" and that the agency had not taken the
required "hard look" at the exchange's environmental impacts,
including comparing impacts to the land and resources with, vs.
without, the exchange.
The Center for Biological Diversity, Western Lands Project, and
Sierra Club had challenged the land exchange in order to
protect the important wildlife habitat in the area and in nearby
wilderness. The lands subject to the exchange provide important
habitat for rare plants and animals including desert tortoises,
bighorn sheep, and many species of birds. If this proposed land
exchange had been allowed to proceed, it would have essentially
gutted the White Canyon Resource Conservation Area by allowing
mining in a largely pristine place.
"At stake in today's decision were habitats for desert bighorn
sheep, endangered desert tortoise habitat, and other threatened
and endangered species," said Taylor McKinnon, public lands
campaigns director with the Center for Biological Diversity, in
Sept. 14, 2009 statement. "This is a victory for them -- a
victory that will save lives."
The proposed exchange would have given Asarco 10,976 acres of
public lands in exchange for 7,300 acres of the company's private
holdings, and would have facilitated the expansion of Asarco's Ray
Mine, an open-pit copper mine located 65 miles east of Phoenix and
50 miles north of Tucson. By gaining private ownership of the
land, Asarco would no longer be subject to federal planning,
reclamation, and bonding requirements designed to minimize and
mitigate the environmental impacts of hard-rock mining operations.
"This is a great win for the public's lands and the public
interest," said Don Steuter, conservation chair for the Sierra
Club's Grand Canyon (Arizona) Chapter. "Federal land trades are
supposed to serve the public interest, but the projects are often
driven by private interests seeking access to federal land and
resources. In this case, the public land slated for trade
contains rare perennial waters and a priority reintroduction site
for bighorn sheep."
Located on Mineral Creek, a tributary of the Gila River, the Ray
Mine has been an open-pit operation since 1948. Environmental
contamination at Ray has been so severe that Asarco has been
cited for repeated violations of the Clean Water Act.
"The court upheld a longstanding principle of the National
Environmental Policy Act: The public has a right to an unvarnished
evaluation of the impacts of a proposal," said Chris Krupp,
Western Lands Project staff attorney. "Here, the record shows
that the Bureau's analysis was so biased that a sister agency --
the Environmental Protection Agency -- chastised the BLM for its
one-sided review."
"The court correctly found that BLM violated numerous federal
laws, including the requirement the BLM fully review the
environmental impacts from future mining and that the land
exchange be 'in the public interest'," said Roger Flynn, an
attorney with Western Mining Action Project who represented the
groups. "The company would use the land mostly for dumping waste
and running equipment. It's about the worst purpose you can think
of for trading away public lands."
About Center for Biological Diversity
The Center for Biological Diversity is a national, nonprofit
conservation organization with more than 225,000 members and
online activists dedicated to the protection of endangered
species and wild lands.
The Western Lands Project is a Seattle-based non-profit that
operates throughout the West, advocating reform in federal land
exchange policy, while monitoring land trades and sales to ensure
the public's interest is upheld.
The Sierra Club is a non-profit, public interest environmental
organization with over 700,000 members (12,000 of whom reside in
Arizona) whose mission is to explore, enjoy and protect the wild
places of the earth; to practice and promote the responsible use
of the earth's ecosystems and resources; and to educate and enlist
humanity to protect and restore the quality of the natural and
human environment. Sierra Club has a strong interest in public
lands in Arizona and has long advocated for protection and
management that sustains the ecological integrity of the lands.
Our members enjoy the public lands and utilize them for hiking,
backpacking, hunting, and wildlife viewing, among other
activities.
The groups were represented in their appeal by attorneys Roger
Flynn and Jeff Parsons of the Western Mining Action Project, a
nonprofit legal advocacy firm based in Lyons, Colorado
representing public interests on mining issues throughout the
West.
About ASARCO LLC
Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.
ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts. Paul M.
Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq.,
at Reed Smith LLP give legal advice to the Official Committee of
Unsecured Creditors and David J. Beckman at FTI Consulting, Inc.,
gives financial advisory services to the Committee.
When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.
ASARCO LLC has five affiliates that filed for Chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525). They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors. Former judge Robert C. Pate
has been appointed as the future claims representative. Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.
Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for Chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
Chapter 11 case. On October 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.
ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on December 12, 2006. (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).
Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).
Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
ASARCO LLC: Court Approves Bondholder Settlement
------------------------------------------------
Bankruptcy Judge Richard Schmidt approved in its entirety the
settlement agreement among ASARCO LLC and its units; major
bondholders Harbinger Capital Partners Master Fund I, Ltd., and
CitiGroup Global Markets; and Indenture Trustees Wells Fargo Bank,
National Association, Wilmington Trust Company and Deutsche Bank
Trust Company Americas.
ASARCO LLC issued these unsecured long term bond debt prepetition:
(1) $150 million in original principal amount of CSFB
Corporate Debentures at 8.5% due 2025;
(2) $100 million in original principal amount of CSFB JP
Morgan Sec. Debentures at 7.875% due 2013;
(3) $34.8 million in original principal amount of Lewis and
Clark County, Montana Env. Bonds (IRB) at 5.85% due 2033;
(4) $27.74 million in original principal amount of Nueces
River Env. Bonds (IRB) at 5.6% due 2027;
(5) $33.16 million in original principal amount of Lewis and
Clark County, Montana Env. Bonds (IRB) at 5.6% due 2027;
(6) $71.9 million in original principal amount of Gila County
Installment Bonds at 5.55% due 2027; and
(7) $22.2 million in original principal amount of Nueces River
Env. Bonds (IRB) Series 1998A at 5.6% due 2018.
Harbinger Capital Partners Master Fund I, Ltd., and CitiGroup
Global Markets, Inc., together, are holders of a majority of the
Bonds. Wilmington Trust Company, Wells Fargo Bank, National
Association, and Deutsche Bank Trust Company Americas are each
indenture trustees under one or more Indentures governing the
Bonds.
On behalf of all the Bondholders, the Indenture Trustees filed
over 200 proofs of claim, which assert damages for principal,
prepetition accrued interest, postpetition interest, interest on
prepetition and postpetition interest, prepayment "no-call"
damages, and prepayment premiums in connection with the Bonds,
including these claims:
-- Wilmington filed Claim No. 18575, including Claim Nos.
10415 and 18291 incorporated therein;
-- Wells Fargo filed Claim No. 18576, including Claim Nos. 189
and 18293 incorporated therein;
-- Deutsche Bank filed:
* Claim No. 18590, including Claim No. 10222 incorporated
therein;
* Claim No. 18589, including Claim No. 10219 incorporated
therein;
* Claim No. 18588, including Claim No. 10221 incorporated
therein;
* Claim No. 18587, including Claim No. 10218 incorporated
therein;
* Claim No. 18591, including Claim No. 10220 incorporated
therein; and
* certain other proofs of claim relating to the Bonds to
which the Debtors have objected as being duplicative of
the Deutsche Bank's claims; and
-- Other proofs of claim relating the Bonds.
As a result of extensive negotiations and consultations with
counsel, the parties reached a settlement agreement, which
amicably resolves all matters relating to the Bondholder Claims,
and settles amounts and treatments for the Claims.
Pursuant to Sections 105, 501, and 502 of the Bankruptcy Code and
Rule 9019 of the Federal Rules of Bankruptcy Procedure, ASARCO
LLC asks Judge Schmidt to approve its compromise and settlement
with the Bondholders in connection with the Bondholders Claims.
ASARCO submitted to the Court, through a separate notice, a copy
of the Bondholder Settlement.
The key terms of the Bondholder Settlement are:
(a) The Bondholders will receive an allowed claim amounting to
$447.6 million on account of the principal amounts of the
Bonds and all accrued but unpaid prepetition interest,
provided that the Allowed Claims will be payable pari
passu with the Allowed General Unsecured Claims for
principal and prepetition interest;
(b) The Bondholders will receive Allowed Claims in the
approximate aggregate amount of $162 million for
postpetition interest, calculated at the non-default
contract rate, compounded based on the dates that interest
payments were due under the contracts; provided that the
Allowed Claims will only be payable after all General
Unsecured Claims for principal and prepetition interest
have been paid in full, and the payment for postpetition
interest will be pari passu with Allowed General Unsecured
Claims for postpetition interest;
(c) Holders of the Montana 2033 Bonds, Nueces 2027 Bonds,
Montana 2027 Bonds, Gila Bonds, and Nueces 2018 Bonds will
receive Allowed Claims in the amount specified under the
Indenture governing the Bonds on account of prepayment
premiums, estimated at $1,898,000, in the aggregate;
provided that the Allowed Claims will only be payable
after the all General Unsecured Claims for postpetition
interest have been paid in full, and the payment will be
pari passu with the Allowed Claims for prepayment damages
of the holders of the 2013 Bonds and the 2025 Bonds;
(d) Holders of the 2013 Bonds will receive Allowed Claims in
the aggregate amount of $5 million, calculated as 5% of
the original principal amount, for alleged prepayment
damages. Holders of the 2025 Bonds will receive Allowed
Claims in the aggregate amount of $15 million, calculated
as 10% of the original principal amount, for alleged
prepayment damages. The Allowed Claims will be payable
after Allowed General Unsecured Claims for postpetition
interest have been paid in full, and the payments will be
pari passu with the Allowed Claims of the holders of the
Montana 2033 Bonds, the Nueces 2027 Bonds, the Montana
2027 Bonds, the Nueces 2018 Bonds and the Gila Bonds;
(e) In recognition of the contribution of the Harbinger's plan
of reorganization, the Debtors will support an
administrative expense claim by the Majority Bondholders
for attorneys' fees and expenses reasonably incurred in
connection with the Harbinger Plan, up to a maximum of
$6 million;
(f) The Indenture Trustee will be allowed an administrative
expense claim for fees and expenses incurred under the
Bonds, aggregating $5.2 million as of July 20, 2009; and
(g) The Bondholders will release and discharge all of their
claims or rights against all the Debtors, including all
the proofs of claims filed by or on behalf of the
Bondholders.
ASARCO LLC believes that settlement of the Bondholder Claims is
in the best interests of the Debtors and their bankruptcy
estates, as it (i) saves significant attorneys' fees and expenses
that would otherwise be expended in litigating the validity and
amount of the Bondholder Claims, and (ii) eliminates the risks,
uncertainties, and delay in connection to continued litigation.
About ASARCO LLC
Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.
ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts. Paul M.
Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq.,
at Reed Smith LLP give legal advice to the Official Committee of
Unsecured Creditors and David J. Beckman at FTI Consulting, Inc.,
gives financial advisory services to the Committee.
When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.
ASARCO LLC has five affiliates that filed for Chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525). They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors. Former judge Robert C. Pate
has been appointed as the future claims representative. Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.
Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for Chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
Chapter 11 case. On October 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.
ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on December 12, 2006. (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).
Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).
Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
ASARCO LLC: Settles With NJDEP on Phase II of Amboy Site
--------------------------------------------------------
Judge Richard Schmidt previously approved a compromise and
settlement by and among ASARCO LLC; the New Jersey Department of
Environmental Protection; PA-PDC Perth Amboy, LLC, now known as
PA-PDC Perth Amboy Urban Renewal, LLC; Stolthaven Perth Amboy,
Inc.; and NL Industries, Inc., which provides for the resolution
of all claims asserted against ASARCO with respect to the Perth
Amboy Site, except for the claims of NJDEP and PA-PDC for future
costs for response actions on the Phase II Property.
ASARCO and the NJDEP have determined and agreed that it is
mutually beneficial for them to pursue the sale of, and
environmental liability transfer for, the Phase II Property,
whereby (i) Perth Amboy 1160 LLC will take title to the Phase II
Property, and (ii) Environmental Liability Transfer, Inc., will
assume all environmental obligations and liabilities of ASARCO
with respect to the Phase II Property.
Accordingly, ASARCO, PA-1160 and ELT have entered into a Purchase
and Sale Agreement, pursuant to which PA-1160 would take title to
the Phase II Property and ELT would assume all of the
environmental obligations and liabilities of ASARCO with respect
to the Phase II Property. On June 22, 2009, the Court approved
the Purchase and Sale Agreement and declared ELT's offer the
highest and best offer for the Phase II Property. The ASARCO-PA-
1160-ELT Purchase and Sale Agreement provides that if ELT is
unable to obtain an administrative consent order with the NJDEP
within 60 days, the PSA automatically terminates.
PA-1160, ELT and NJDEP have negotiated an Administrative Consent
Order that would obligate PA-1160 and ELT to remediate the Phase
II Property and to obtain a binder for the environmental
insurance. PA-1160 and ELT will sign the Phase II ACO and bind
the insurance prior to or at the closing on the Phase II Property
under the Purchase and Sale Agreement.
In light of the NJDEP's support for a liability transfer of the
Phase II Property to ELT and the PSA and in order to resolve the
NJDEP's claims against ASARCO and release ASARCO from all of the
obligations and liabilities related to the Phase II Property,
ASARCO and NJDEP entered into a settlement agreement, which
provides that are:
(a) In settlement and full satisfaction of all claims and
causes of action of NJDEP against ASARCO for liabilities
at the Phase II Property, ASARCO will complete the sale of
the liability transfer for the Phase II Property to
PA-1160 and ELT pursuant to the PSA within 12 days after
the Court's issuance of an order approving the ASARCO-
NJDEP Settlement Agreement;
(b) Upon closing of the transaction contemplated under the PSA
and the execution of the Phase II ACO by PA-11160 and ELT,
the claims of NJDEP against the Debtors for the Phase II
Property will be considered fully satisfied and the
NJDEP's Proofs of Claim will be disallowed;
(c) NJDEP, for itself and on behalf of its commissioner,
directors, employees, and agents, covenants not to sue or
assert any civil claim or causes of action against the
Debtors, including the Debtors in their reorganized form
pursuant to a confirmed plan of reorganization, under
certain federal and state environmental laws; and
(d) ASARCO is entitled to protection from contribution actions
or claims as provided by Section 113(f)(2) of the
Comprehensive Environmental Response, Compensation, and
Liability Act, and any similar protections available under
New Jersey state law, for matters addressed in the ASARCO-
NJDEP Settlement Agreement.
The effectiveness of the ASRCO-NJDEP Settlement Agreement is
conditioned on the closing of the transactions contemplated under
the Purchase and Sale Agreement and the execution of the Phase II
ACO.
The Settlement Agreement, in conjunction with the PSA, will
result in the completion of site assessments and remediation at
the Phase II Property, thereby promoting the public health and
welfare, Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas,
Texas, contends.
Morris Realty Associates, LLC, filed an objection to the
Settlement. It contended that the terms of the proposed ASARCO-
NJDEP settlement and the subsequent conveyance of the Perth Amboy
Property to ELT do not comply with the provisions of the Court-
approved ASRCO-PA-1160 Purchase and Sale Agreement. ASARCO's
settlement request, therefore, is an attempt to modify the PSA
without disclosing the fact that ASARCO has agreed to material
changes in the terms of the proposed sale to ELT that are contrary
to the interests of the Debtor's estate and its creditors,
contends William S. Katchen, Esq., at Duane Morris LLP, in Newark,
New Jersey. Mr. Katchen says that Morris is a party-in-interest,
being a bidder at the June 12, 2009 hearing, and was part of the
spirited auction that the Court conducted that day.
Following a hearing, the Bankruptcy Court approved the Settlement
Agreement between ASARCO LLC and the NJDEP. Objections not
previously withdrawn or settled are overruled on their merits.
Pursuant to Sections 105(a), 363(f), and 365 of the Bankruptcy
Code, upon the closing, the Phase II Property will be sold,
transferred, or otherwise conveyed to ELT, free and clear of all
liens and claims, with all the liens and claims to attach to the
proceeds of sale in the order of their priority and with the same
validity, priority, force, and effect which they now have as
against the Phase II Property, subject to the rights, claims,
defenses, and objections, if any, of the Debtors and all parties-
in-interest with respect to the liens and claims.
Effective upon the closing, ELT will assume, pay, perform, and
fully discharge and satisfy, when due, all assumed liabilities
and obligations.
About ASARCO LLC
Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.
ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts. Paul M.
Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq.,
at Reed Smith LLP give legal advice to the Official Committee of
Unsecured Creditors and David J. Beckman at FTI Consulting, Inc.,
gives financial advisory services to the Committee.
When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.
ASARCO LLC has five affiliates that filed for Chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525). They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors. Former judge Robert C. Pate
has been appointed as the future claims representative. Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.
Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for Chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
Chapter 11 case. On October 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.
ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on December 12, 2006. (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).
Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).
Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
ASARCO LLC: To Settle Montana Workers Obligations
-------------------------------------------------
ASARCO LLC asks the Bankruptcy Court to approve its compromise and
settlement with the state of Montana, the Department of Labor and
Industry - Employment Relations Division, and the Montana Self-
Insurers Guaranty Fund with regard to workers' compensation
obligations.
ASARCO LLC also seeks a finding of dischargeability under Section
1141(d)(1)(A) of the Bankruptcy Code as to any and all of its
Workers' Compensation Obligations to any former employee of the
Montana operations, who received actual or constructive notice of
the deadline for submitting proofs of claim in the Debtor's
bankruptcy case but failed to file a timely proof of claim, upon
confirmation of a plan of reorganization covering the Debtor.
James R. Prince, Esq., of Baker Botts L.L.P., in Dallas, Texas,
relates that ASARCO was self-insured in Montana for workers'
compensation and occupational disease purposes from July 1, 1966,
until September 20, 2001, after which time ASARCO purchased an
insurance policy to cover those expenses. As a condition to
operating as a self-insured employer, ASARCO LLC posted two
surety bonds for a combined face value of $1,515,000. As a self-
insured employer, ASARCO engaged a third-party administrator to
handle its workers' compensation obligations in Montana and
ASARCO paid those obligations without any need for recourse to
the surety bonds through August 9, 2005.
After filing for bankruptcy protection, ASARCO LLC ceased paying
prepetition workers compensation obligations in Montana. Since
the Petition Date, the Montana DLI and the Guaranty Fund have
administered and paid, as they have come due, the Workers'
Compensation Obligations, which include indemnity payments and
ongoing medical expenses relating to prepetition work-related
injuries of former ASARCO employees.
The Montana DLI has drawn the full amount of the Surety Bonds to
pay the Workers' Compensation Obligations, which are estimated to
exceed the face amount of the Surety Bonds. Mr. Prince says that
it is anticipated that the Montana DLI and the Guaranty Fund will
be obliged to pay the Workers' Compensation Obligations out of
state coffers after the funds obtained from the Surety Bonds are
expended.
Accordingly, on July 27, 2006, the Montana DLI filed Claim No.
10406, seeking $3,203,622, plus future administrative expenses.
The Claim comprises, among other things, of a claim made on
behalf of Montana workers that expect to receive future benefits
under Montana workers' compensation and occupational disease laws
and an administrative expense claim for the amount of benefits
paid by the Montana DLI to former ASARCO workers. The Guaranty
Fund also filed Claim No. 10407, seeking $3,209,373, plus future
administrative expenses.
A number of former employees of ASARCO LLC received workers'
compensation benefits from the Debtor before the Petition Date
and might be eligible, under Montana law, for future indemnity or
medical benefits relating to prepetition injuries. About 27 of
the former employees have filed individual proofs of claim
seeking to obtain or preserve those benefits. A list of the
Individual Claimants is available for free at:
http://bankrupt.com/misc/ASARCO_IndividualClaimants_082809.pdf
Other former employees to whom ASARCO LLC might owe Workers'
Compensation Obligations failed to file proofs of claim in the
Chapter 11 cases. A list of Individual Non-claimants is
available for free at:
http://bankrupt.com/misc/ASARCO_List_NonClaimants_082809.pdf
ASARCO LLC and the Montana Claimants disagree on the scope and
nature of the Workers' Compensation Obligations as well as the
manner in which future liabilities should be determined, Mr.
Prince discloses. Nevertheless, ASARCO LLC and the Montana
Claimants agree that the Former Employees should not obtain
double recovery from the Debtor and either the Montana DLI or the
Guaranty Fund for the Workers' Compensation Obligations.
Consequently, the Debtor and the Montana Claimants engaged in
negotiations and have ultimately reached a compromise.
The key terms of the parties' Settlement Agreement are:
(a) ASARCO LLC's total liability arising from the Workers'
Compensation Obligations in connection with any
prepetition injuries to the Former Employees, including
past and future medical and other expenses, is $2,060,000.
The Parties agree that the Montana Claimants'
administrative expense claim for the administration and
payment of those benefits to Former Employees is $63,000.
(b) In full satisfaction of all of the Debtors' existing and
future Workers' Compensation Obligations in the state of
Montana, the Montana Claimants will be allowed:
(1) a single general unsecured claim for $545,000, which
is an amount equal to the Stipulated Amount minus
the amounts received by the Montana Claimants under
the Surety Bonds; and
(2) a single administrative expense claim in the amount
of the Administrative Fee.
(c) The Settlement Agreement is contingent on the Court's
disallowance of the Individual Claims. To that end,
ASARCO LLC is filing contemporaneously an omnibus
objection, seeking to disallow and expunge the Individual
Claims as duplicative and satisfied under the terms of the
Settlement Agreement.
(d) The Settlement Agreement is also contingent on the Court's
finding that Individual Non-claimants, who received notice
of the applicable bar date, whether actual or
constructive, but failed to file a timely proof of claim,
are forever barred from asserting a claim against ASARCO
LLC for Workers' Compensation Obligations; provided that
nothing in the Settlement Agreement will impact the
ability of any of the Individual Non-claimants to seek and
obtain workers' compensation and occupational disease
benefits directly from the Montana Claimants.
About ASARCO LLC
Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.
ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts. Paul M.
Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq.,
at Reed Smith LLP give legal advice to the Official Committee of
Unsecured Creditors and David J. Beckman at FTI Consulting, Inc.,
gives financial advisory services to the Committee.
When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.
ASARCO LLC has five affiliates that filed for Chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525). They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors. Former judge Robert C. Pate
has been appointed as the future claims representative. Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.
Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for Chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
Chapter 11 case. On October 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.
ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on December 12, 2006. (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).
Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).
Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
AVENTINE RENEWABLE: Agrees to Motiva Set-Off
--------------------------------------------
Aventine Renewable Energy Holdings Inc., has agreed to repay a
$680,000 debt to Motiva Enterprises LLC, a petroleum refiner,
through a set off, Bloomberg's Bill Rochelle reported. According
to the report, Motiva will deduct the $680,000 from $2.6 million
it owes Aventine. Motiva is a joint venture between Saudi Arabian
Oil Co. and Shell Oil Co.
Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets: AVRN) -- http://www.aventinerei.com/-- is a
producer and marketer of ethanol to many leading energy companies
in the United States. In addition to ethanol, Aventine also
produces distillers grains, corn gluten meal, corn gluten feed,
corn germ and brewers' yeast.
Morgan Stanley Capital Partners IV bought Aventine in May 2003
from Williams Cos. Aventine had a public offering in May 2006.
The Morgan Stanley group retained 28% of the stock at year's end.
The Company and its affiliates filed for Chapter 11 on April 7,
2009 (Bankr. D. Del. Lead Case No. 09-11214). Joel A. Waite,
Esq., and Ryan M. Bartley, Esq., at Young, Conaway, Stargatt &
Taylor, serves as bankruptcy counsel to the Debtors. Davis Polk
& Wardwell is special tax counsel and Houlihan, Lokey, Howard &
Zukin, Inc., is the financial advisor. Garden City Group, Inc.,
has been engaged as claims agent. Donald J. Detweiler, Esq., at
Greenberg Traurig, LLP, serves as counsel to the official
committee of unsecured creditors. When it filed for protection
from its creditors, Aventine Renewable listed between $100 million
and $500 million each in assets and debts.
AXCELIS TECHNOLOGIES: Receives Nasdaq Deficiency Letter
-------------------------------------------------------
Axcelis Technologies, Inc., received a Nasdaq Staff Deficiency
Letter on September 15, 2009, indicating that the Company fails to
comply with the minimum bid price requirement for continued
listing set forth in Marketplace Rule 5450(a)(1). The letter
gives Axcelis notice that the Company's bid price of its common
stock has closed under $1.00 for the last 30 business days. On
September 15, 2009, Axcelis' common stock closed at $0.83, up 57%
from the $0.53 close on August 3, 2009, the first day in the 30
business day period used by Nasdaq, reflecting improving industry
fundamentals that are increasing service revenues and leading to
new systems orders.
The Nasdaq notice has no effect on the listing of the Company's
common stock at this time. Pursuant to Nasdaq Marketplace Rule
5810(c)(3)(A), the Company has an initial period of 180 calendar
days, or until March 15, 2010, to regain compliance. The letter
states the Nasdaq staff will provide written notification that the
Company has achieved compliance with Rule 5450(a)(1) if at any
time before March 15, 2010, the bid price of the Company's common
stock closes at $1.00 per share or more for a minimum of 10
consecutive business days.
If the Company cannot demonstrate compliance with Rule 5450(a)(1)
by March 15, 2010, it may transfer its listing to The Nasdaq
Capital Market if it meets the initial listing criteria set forth
in Nasdaq Marketplace Rule 5505, except for the bid price
requirement. In that case, it may have an additional 180 calendar
day compliance period in which to comply with the minimum bid
price requirement. The Company currently meets these initial
listing criteria. Otherwise, the Nasdaq staff may begin the
process to have the Company's securities delisted. At that time,
the Company may appeal the Nasdaq staff's determination to delist
its securities to a Listing Qualifications Panel.
Default Under 4.25% Notes
As reported by the Troubled Company Reporter, the Company failed
to repay the outstanding principal amount of its 4.25% Convertible
Senior Subordinated Notes plus a maturity premium and accrued
Interest, all aggregating to about $85 million, as of January 15,
2009. Pursuant to the Indenture and as a result of the Company's
default, the Company was required to pay, upon demand of the
trustee, the entire overdue amount, plus an 8% interest per annum,
plus certain additional costs and expenses associated with the
collection of those amounts.
In January 2009, the Trustee filed a complaint in U.S. District
Court for the District of New York, seeking a judgment for the
amount due on the Senior Subordinated Notes. On March 31, 2009,
the Company sold to Sumitomo Heavy Industries, Ltd., its 50% stake
in a joint venture with Sumitomo. The deal resulted in net
proceeds of $122.2 million -- after payment of advisor fees and
other costs of $10.6 million -- a portion of which was used to pay
off, in full, the amounts due to the holder of the Company's 4.25%
Convertible Senior Subordinated Notes.
About Axcelis Technologies, Inc.
Headquartered in Beverly, Massachusetts, Axcelis Technologies,
Inc. (NASDAQ: ACLS) -- http://www.axcelis.com-- provides
innovative, high-productivity solutions for the semiconductor
industry.
BASELINE OIL: Can Access Cash Securing Loan with Noteholders
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Baseline Oil & Gas Corp. to:
-- use of cash securing repayment of loan from noteholders; and
-- grant adequate protection to the noteholders.
A second interim hearing on the Debtor's cash collateral motion is
set for Sept. 25, 2009, at 09:00 a.m. at Houston, Courtroom 600.
The Debtor related that it has an immediate need to use cash
collateral to continue the operation of its business.
The Debtor is indebted to The Bank of New York Mellon Trust
Company, N.A., as indenture trustee for and on behalf of the
parties holding the 12-1/2% Senior Secured Notes due 2012 and the
15% Senior Secured PIK Notes due 2009 in the principal amount of
$122,000,000, plus accrued and unpaid interest and costs and
expense. The prepetition obligations are secured by liens and
security interests in substantially all of the assets and property
of the Debtor.
As adequately protection for the Noteholders' interest in the
prepetition collateral, the Debtor will: (i) grant continuing,
valid, binding, enforceable, non-avoidable and automatically and
properly perfected first priority security interests in and liens
on all prepetition collateral; (ii) provide a superpriority
administrative expense claim for the Indenture Trustee, for the
ratable benefit of the Noteholders; and (iii) reimburse the
Indenture Trustee, Jefferies & Company, Inc., Jefferies High Yield
Trading, LLC and Third Point, LLC for their reasonable out-of-
pocket expenses incurred both before the petition date and during
this Case.
The Debtor's use of cash collateral will expire on (a) Sept. 30,
2009; (b) dismissal or conversion of the Chapter 11 case; (c)
appointment of trustee, examiner; (d) the occurrence of the
effective date or consummation of a plan of reorganization; (e)
and the failure by the Debtor to observe or perform any of the
material terms or material provisions.
About Baseline Oil & Gas Corp.
Baseline Oil & Gas Corp. is an independent oil and natural gas
company engaged in the exploration, production, development,
acquisition and exploitation of natural gas and crude oil
properties. The Company has interests in three core areas: the
Eliasville Field located in Stephens County in North Texas; the
Blessing Field in Matagorda County located onshore along the Texas
Gulf Coast, and the New Albany Shale play located in Southern
Indiana. Its core properties cover approximately 39,945 net
acres. As of December 31, 2008, the Company's proved reserves
were 60.2 billion cubic feet equivalent (Bcfe), of which 46.5%
were natural gas and 68.2% were proved developed. During the year
ended December 31, 2008, it produced 2.8 Bcfe and had a proved
reserve reduction of 6.7 Bcfe as a result of reserve revisions.
Baseline Oil filed a voluntary petition for reorganization under
Chapter on Aug. 28, 2009 (Bankr. S.D. Tex. Case No. 09-36291).
Attorneys at Thompson & Knight LLP represent Baseline Oil in its
restructuring effort.
BAYSIDE SQUARE: Files List of 20 Largest Unsecured Creditors
------------------------------------------------------------
Bayside Square LLC filed with the U.S. Bankruptcy Court for the
Western District of Washington a list of 20 largest unsecured
creditors.
Entity Nature of Claim Claim Amount
------ --------------- ------------
S CA Edison Electric vendor $9,021
PO BOX 300
Rosemead CA 91772
Encore Maintenance vendor $4,559
530-B W Central Avenue
Brea CA 92821
Waste Management vendor $567
PO Box 78251
Phoenix AZ 85062
City of Newport Beach vendor $481
Schindler Elevator vendor $423
John's Gardening vendor $300
Chem Aqua vendor $290
AT&T vendor $165
Orkin Pest Control vendor $75
City of Newport Beach vendor $51
The Gas Company vendor $9
Corona del Mar, California-based Bayside Square LLC has a real
estate business. The Company filed for Chapter 11 on Aug. 26,
2009 (Bankr. W.D. Wash. Case No. 09-18716). Mark D. Northrup,
Esq., represents the Debtor in its restructuring effort. In its
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $100,001 to $10,000,000 in debts.
BIOJECT MEDICAL: Obtains $1.125 Million in Signet Transaction
-------------------------------------------------------------
Bioject Medical Technologies Inc. on September 15, 2009, entered
into Binding Memorandum of Terms with Signet Healthcare Partners,
LLC, the fund manager of each of Life Sciences Opportunities Fund
II (Institutional), L.P., and Life Sciences Opportunities Fund II,
L.P., relating to those two Convertible Subordinated Promissory
Notes, dated as of December 5, 2007, issued by Bioject to the LOF
Funds in the aggregate principal amount of $600,000 and the
issuance of Series G Convertible Preferred Stock. The Memorandum
is an enforceable agreement between Bioject and Signet.
Pursuant to the terms of the Memorandum, Bioject will issue shares
of Series G Preferred with an issuance price of $0.13 per share
for roughly $1.125 million payable as follows:
-- conversion of existing Notes of approximately $675,000,
including accrued interest; and
-- cash of $450,000.
Each share of Series G Preferred will be convertible at any time
into one share of Bioject's common stock at the rate of $0.13 per
share, subject to standard anti-dilution adjustments and has the
following rights and preferences:
-- the Series G Preferred will rank senior to all other
outstanding preferred and common stock;
-- in the event of liquidation, the Series G Preferred
holders will receive $0.13 per share plus any accrued and
unpaid dividends prior to any payments to any other series
of preferred or common stock;
-- no preferred stock will be issued in the future which is
senior to the Series G Preferred, unless consented to by
the holders of the Series G Preferred;
-- the Series G Preferred will accrue an 8% per annum
dividend, paid annually;
-- if the Board does not declare a dividend, dividends will
accrue at 10% per annum from the date of issuance, on a
cumulative basis;
-- dividends may be paid in cash or in additional shares of
Series G Preferred at the original issuance price of $0.13
per share; and
-- Series G Preferred votes on an as-converted basis.
Additional significant terms of the Memorandum include the
following:
-- Bioject's board of directors shall consist of six
members, two of which will be nominated by the Series G
Preferred;
-- a "plain vanilla" charter and bylaws, reasonably
acceptable to Signet, the manager of the LOF Funds, will
be submitted for shareholder approval;
-- an additional option pool equal to 10% of the issued and
outstanding common stock will be established and awarded
to existing management and others (such as directors
or consultants) deemed essential by the Board of Directors
for value creation going forward. The options will be
awarded with an exercise price equal to the issue price of
the Series G Preferred. 25% of the options will vest on
December 31st of each of 2010, 2011, 2012 and 2013, except
that vesting will be accelerated upon a change of control.
The options will have a term of 10 years but will contain
standard provisions relating to the termination of
employment;
-- all terms in this Memorandum and any associated
documentation which require shareholder approval in order
to be valid and effective will be submitted for
shareholder approval at Bioject's shareholder meeting to
be held as soon as reasonably practicable;
-- the maturity date of the existing Notes will be extended
from September 15, 2009, to the date occurring 10 business
days after the date of the shareholder meeting. If the
shareholders do not approve the terms of the Memorandum at
such meeting, the Notes and all accrued interest thereon
will become due and payable on such 10th business day;
-- Except for ongoing business transactions already in
process and the actions of Ferghana Partners under its
engagement letter with Bioject, Bioject may not solicit or
accept any offers to purchase any capital stock or assets
of the company or any acquisition of the company for a
period beginning the 31st day after execution of the
Memorandum and ending the seventh business day following
the shareholder meeting; and
-- until the 30th day following execution of the Memorandum,
Bioject has the right to solicit offers and enter into a
competing transaction, so long as the transaction has
materially superior terms as determined by Bioject's Board
of Directors, the Notes are paid in full at closing and
the LOF Funds are paid a fee of $200,000 at closing as
liquidated damages.
The entire Board of Directors of Bioject voted to approve the
Memorandum and to take all actions necessary to consummate its
terms, other than one director who has a financial interest in
Signet and abstained from the vote.
A full-text copy of the Memorandum is available at no charge at:
http://ResearchArchives.com/t/s?4532
Going Concern Doubt
As of June 30, 2009, the Company had $5.6 million in total assets;
$3.2 million in total current liabilities, $1.3 million in
deferred revenues, and $373,000 in other long-term liabilities;
and $636,000 in stockholders' equity. At June 30, 2009, cash and
cash equivalents totaled $1.3 million and accumulated deficit is
$121.6 million.
In its Form 10-Q report filed August 13, the Company noted that
due to its limited amount of additional committed capital,
recurring losses, negative cash flows and accumulated deficit, the
report of its independent registered public accounting firm for
the year ended December 31, 2008 expressed substantial doubt about
our ability to continue as a going concern.
The Company said it continues to monitor its cash and has taken
measures to reduce expenditure rate, delay capital and maintenance
expenditures and restructure its debt. However, even if it is
able to defer, convert or restructure debt, the Company expects
needing to do one or more of the following to provide additional
resources in the third quarter of 2009:
-- secure additional short-term debt financing;
-- secure additional long-term debt financing;
-- secure additional equity financing;
-- secure a strategic partner; or
-- reduce operating expenditures.
Bioject Medical Technologies Inc., based in Portland, Oregon,
develops and manufactures needle-free injection therapy systems.
Due to the Company's limited amount of additional committed
capital, recurring losses, negative cash flows and accumulated
deficit, the report of its independent registered public
accounting firm for the year ended December 31, 2008, expressed
substantial doubt about the Company's ability to continue as a
going concern.
BROADSTRIPE LLC: Settlement with NCTC Approved by Judge
-------------------------------------------------------
Broadstripe LLC was authorized by the Bankruptcy Court to
implement a settlement with National Cable Television Cooperative
Inc., a provider of programming and hardware purchasing, Bill
Rochelle at Bloomberg reported. Broadstripe has agreed to pay
NCTC $3.5 million, plus $500,000 for NCTC attorney fees.
Broadstripe has also agreed to pay NCTC in advance for services.
Mr. Rochelle recounts that when the petition was filed,
Broadstripe owed NCTC $3.5 million. A lawsuit ensued in which
Broadstripe initially won an injunction from the Bankruptcy Court
compelling NCTC to continue allowing participation in new
programming agreements.
Broadstripe already filed a proposed reorganization plan to carry
out an agreement reached before the Chapter 11 filing with holders
of the first- and second-lien debt. However, a lawsuit by the
official committee of unsecured creditors that seeks to invalidate
the lenders' liens is pending and has delayed the Plan. Until the
suit is resolved, the Committee won't support a plan that
recognizes the validity of the lenders' claims.
Under the Plan, the Debtors' senior secured obligations under the
first lien credit agreement will be exchanged for new debt and
convertible debt instruments issued by the Reorganized Debtor.
The Debtors' junior secured obligations under the Second Lien
Credit Agreement and remaining general unsecured claims against
Debtors (other than Broadstripe Capital LLC) will be converted to
equity through the issuance of new members interests in the
Reorganized Debtor.
A full-text copy of the Debtors' Chapter 11 Plan of Reorganization
is available for free at http://ResearchArchives.com/t/s?3878
A full-text copy of the Debtors' Disclosure Statement is available
for free at http://ResearchArchives.com/t/s?3879
The first lien credit facility consists of a revolving credit
facility and a term loan, which bear interest at the Base Rate
plus the applicable rate for portions and the Eurodollar rate plus
applicable rate. As of Dec. 31, 2008, the amount outstanding
under (i) the credit facility was $10.2 million priced at LIBOR
plus 7%, and (ii) the term loan was $170.6 million -- excluding
incurred but unpaid expenses -- priced at LIBOR plus 7%. On the
one hand, the second lien credit facility comprised of two term
loans: term loan C and term loan D, which provide for cash
interest to be paid on the term loans in an amount equal to LIBOR,
and PIK interest accrued on the term loans for the balance. In
March 2008, the PIK interest terms of the loans were made
consistent and now accrue at 14.5% per annum under the first
amended second lien credit facility. As of Dec. 31, 2008, the
total aggregate amount under the loans was about $102.1 million --
excluding incurred but unpaid expenses. The first lien credit
facility is secured by first liens on and security interest in
substantially all of the Debtors' assets while the other facility
is secured by second priority liens on and security interest in
substantially all of the Debtors' assets.
About Broadstripe LLC
Headquartered in Chesterfield, Missouri, Broadstripe LLC --
http://www.broadstripe.com/-- provides videos and telephone
services to consumers and business in Maryland, Michigan,
Washington and Oregon. The Company and five of its affiliates
filed for Chapter 11 protection on January 2, 2009 (Bankr. D. Del.
Lead Case No. 09-10006). Attorneys at Ashby & Geddes, and Gardere
Wynne Sewell LLP represent the Debtors in their restructuring
efforts. The Debtors proposed FTI Consulting Inc. as their
restructuring consultant, and Epiq Bankruptcy Consultants LLC as
their claims agent. In its petition, Broadstripe listed assets
and debts between $100 million and $500 million.
BUCKLEY MANOR: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Buckley Manor Holdings LLC
6302 17th Avenue
Brooklyn, NY 11204
Bankruptcy Case No.: 09-48088
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Jerome Feller
Debtor's Counsel: Kevin J. Nash, Esq.
Goldberg Weprin Finkel Goldstein LLP
1501 Broadway, 22nd Floor
New York, NY 10036
Tel: (212) 301-6944
Fax: (212) 422-6836
Email: KJNash@finkgold.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtor's petition, including a list of its
9 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/nyeb09-48088.pdf
The petition was signed by Yidel Perlstein, manager/member of the
Company.
CAMILLO RUIZ: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Camillo Ruiz
Nimfa Ruiz
12939 Berkhamstead St
Cerritos, CA 90703
Bankruptcy Case No.: 09-35233
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Victoria S. Kaufman
Debtors' Counsel: Jason Boyer, Esq.
The Law Office of Jason Boyer
PO Box 2729
Venice, CA 90294-2729
Tel: (213) 219-9953
Fax: (213) 402-3008
Email: jasonjboyer@gmail.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtors' petition, including a list of
their 11 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/cacb09-35233.pdf
The petition was signed by the Joint Debtors.
CAPITAL FUNDING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Capital Funding and Consulting, LLC
P.O. Box 1126
Glen Allen, VA 23058
Bankruptcy Case No.: 09-36086
Chapter 11 Petition Date: September 19, 2009
Court: United States Bankruptcy Court
Eastern District of Virginia (Richmond)
Judge: Kevin R. Huennekens
Debtor's Counsel: Kevin A. Lake, Esq.
Vandeventer Black LLP
Eighth & Main Building
707 East Main Street, Suite 1700
P.O. Box 1558
Richmond, VA 23218-1558
Tel: (804) 237-8811
Fax: (804) 237-8801
Email: klake@vanblk.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/vaeb09-36086.pdf
The petition was signed by David Wade, board member & debtor
designee of the Company.
CELESTICA INC: Fitch Puts Stable Outlook; Has 'BB-' Rating
----------------------------------------------------------
In a special report issued, Fitch Ratings says the credit quality
of rated U.S. electronics manufacturing services issuers has
improved as companies allocated cash proceeds from recent reduced
working capital requirements toward debt reduction. Fitch's
Outlook for the sector is now Stable versus a Negative Outlook at
the beginning of the year. Fitch expects moderate revenue growth
over the intermediate term coupled with marginal improvement in
profitability to further stabilize and improve credit metrics. In
addition, liquidity remains strong for the sector with minimal
near-term maturities.
Results for the sector through the first half of 2009 were
predictably dour due to the overall economic environment but
exhibited signs of stability that the sector has been missing over
the past several years. Specifically, it appears competitors have
maintained rational behavior in regard to pricing, which when
combined with reduced overall capacity in the sector has enabled
EMS vendors to maintain margins at or above levels of early 2007
despite declines of more than 20% in revenue.
Fitch believes management teams appear to be taking a disciplined
approach to their respective balance sheets and expects only
modest share repurchases, if any, over the next year in preference
to preserving liquidity to support increased working capital
requirements once normalized revenue growth returns.
There are credit concerns however, with a focus on the potential
for pricing pressure to negatively affect profitability and cash
flow going forward. While Fitch believes pricing has remained
healthy so far through the downturn, several EMS vendors have
commented on increasing price competition in the industry. In
addition, further revenue declines could lead to additional
restructuring activity, negatively affecting cash flow for several
quarters.
Companies covered in the EMS report are:
* Celestica Inc. -- Rated 'BB-', Stable Outlook;
* Flextronics International Ltd. -- Rated 'BB+', Stable Outlook;
* Jabil Circuit, Inc. -- Rated 'BB+', Positive Outlook;
* Sanmina-SCI Corp. -- Rated 'B', Stable Outlook.
CENTRAL VALLEY FOOD: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Central Valley Food Services, Inc.
3001 Lava Ridge Ct #340
Roseville, CA 95661
Bankruptcy Case No.: 09-18993
Debtor-affiliates filing separate Chapter 11 petition:
Entity Case No.
------ --------
Sierra Valley Restaurants, Inc. 09-18996
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
Eastern District of California (Fresno)
Judge: Whitney Rimel
Debtor's Counsel: Matthew R. Eason, Esq.
1819 K., St #200
Sacramento, CA 95814
Tel: (916) 438-1819
Estimated Assets: $0 to $50,000
Estimated Debts: $10,000,001 to $50,000,000
A full-text copy of the Debtors' petition, including a list of
their 19 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/caeb09-18993.pdf
The petition was signed by Abe Alizadeh, president of the Company.
CHARLES OHNMACHT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Charles T. Ohnmacht, Sr.
Carolyn G. Ohnmacht
aka Carolyn L. Ohnmacht
202 Chimney Lane
Wilmington, NC 28409
Bankruptcy Case No.: 09-08106
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
Eastern District of North Carolina (Wilson)
Debtors' Counsel: Trawick H. Stubbs Jr., Esq.
Stubbs & Perdue, P.A.
P.O. Drawer 1654
New Bern, NC 28563
Tel: (252) 633-2700
Fax: (252) 633-9600
Email: efile@stubbsperdue.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company has assets of at least
$2,583,957, and total debts of $7,558,953.
A full-text copy of the Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/nceb09-08106.pdf
The petition was signed by the Joint Debtors.
CHARTER COMM: Allen Says Plan Provides More Benefits to Company
---------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York is expected to enter a ruling soon as to
whether he is confirming Charter Communications Inc.'s prepackaged
Chapter 11 plan. On Sept. 18, the parties submitted their post-
trial briefs plus proposed findings of fact and conclusions of
law. While the Official Committee of Unsecured Creditors is
supporting the Plan, secured lenders are against it. The secured
lenders contend that allowing Paul Allen to retain control of the
company post-bankruptcy only benefits the Microsoft co-founder,
Paul Allen.
Pre-bankruptcy Charter reached agreement with majority of the
holders of notes issued by units CCH I, LLC and CCH II notes and
controlling shareholder Paul Allen on the terms of a consensual,
prearranged Plan. The deal contemplates the investment by members
of an ad hoc bondholder committee of more than $3 billion,
including up to $2 billion in equity proceeds, $1.2 billion in
roll-over debt and $267 million in new debt to support the overall
refinancing. Paul Allen will continue as an investor, and will
retain the largest voting interest in the Company.
Director and controlling shareholder Paul Allen in his post-trial
brief said that after investing and losing more than $8 billion in
the Charter enterprise, he was perfectly entitled to have said
"enough," to have resigned from Charter's Board and to have
assumed no post-reorganization obligations. "Mr. Allen was not
required to participate in the Plan (with or without
consideration), morally or legally. And Delaware's fiduciary
concepts are not to the contrary," Mr. Allen's counsel, Susan L.
Saltzstein, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
said.
According to Mr. Allen, CCI Noteholders mischaracterizes the Plan
as an insider transaction, purportedly designed for the primary
purpose of protecting Mr. Allen from potential tax liabilities.
He asserts that evidence demonstrates that the Plan was conceived
and structured to benefit the enterprise, not Mr. Allen, whose
extensive equity interests -- and more than $8 billion cash
investment -- will be eliminated under the Plan.
Ms. Saltzstein asserts that the Plan was designed to address
Charter's need to shed significant debt and create a sustainable
capital structure in the face of unprecedented conditions in the
credit market, and to preserve the company's valuable tax
attributes. She notes that as the evidence demonstrates, the CII
Settlement confers benefits on Charter totaling more than
$3 billion, consisting of:
-- Up to $2 billion in interest expense savings;
-- $1.14 billion in value attributable to NOL preservation;
-- A step-up in basis premised on Mr. Allen engaging in post-
reorganization taxable exchanges of his interests in
Charter Communications Holding Company for stock of
reorganized Charter, which could result in additional tax
savings with a net present value of approximately $500
million; and
-- Mr. Allen's CII's Class A Preferred Units of CC VIII, LLC
one of the Debtors' operating subsidiaries.
By comparison, Mr. Allen will receive only $180 million worth of
consideration, consisting of a note ($85 million), stock in the
reorganized Charter ($60 million, most of which is subject to a 5-
year lock-up) and warrants ($35 million), plus a release designed
to insulate Mr. Allen from nuisance suits.
"The disparity in the benefits Charter will receive compared to
the consideration it will provide to Mr. Allen makes the CII
Settlement unquestionably fair to Charter," Ms. Saltzstein argues.
In any event, the CCI Noteholders' subjective view that the
settlement does not inflict enough financial harm on Mr. Allen
when compared against the consideration to be provided to
Mr. Allen is irrelevant and ignores altogether the value of
Mr. Allen's contributions to Charter, Ms. Saltzstein tells the
Court.
About Charter Communications
Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States. Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R). Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone. Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.
Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435). As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000. Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.
Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.
The Hon. James M. Peck presides over the cases. Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel. Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors. KPMG LLP is the
Debtors' independent auditors. The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC. The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims
agent is Kurtzman Carson Consultants LLC.
Bankruptcy Creditors' Service, Inc., publishes Charter
Communications Bankruptcy News. The newsletter tracks the Chapter
11 proceedings undertaken by Charter Communications and more than
100 of its affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000)
CHRYSLER LLC: Estate Has Incurred $12-Bil. Loss Since Filing
------------------------------------------------------------
Old CarCo LLC, formerly Chrysler LLC, recorded a net loss
$12,053,000,000 on revenues of $595,000,000 from April 30, 2009,
until July 31, 2009.
Reorganization items, which include $64,000,000 in fees paid to
professionals for the winding down of Chrysler's business and
losses in connection with the Fiat transaction, have reached
$10,210,000,000.
Chrysler has total assets of $2,283,000,000 against debts of
$20,587,000,000 as of July 31, 2009. It has $171,000,000 in cash.
In June, the Debtors completed a sale of their key assets to an
entity owned by Fiat S.p.A. and the U.S. and Canadian governments.
New Chrysler agreed to assume certain of the Debtors' liabilities
and pay $2 billion in cash. Old CarCo has taken a $12.07 billion
loss on the Fiat sale.
In connection with its bankruptcy filing, Chrysler obtained
debtor-in-possession financing of $4,960,000,000, consisting of a
$3,800,000,000 note payable to the United States Department of the
Treasury, and a $1.16 billion note payable to Export Development
Canada. As of July 31, 2009, the outstanding amount of principal
and interest under the DIP Credit Agreement was $3,340,000,000 and
$57,000,000, respectively. No further borrowings are permitted
under the DIP credit agreement.
About Chrysler LLC
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge,
Mopar(R) and Global Electric Motors (GEM) brand vehicles and
products. With the resources, technology and worldwide
distribution network required to compete on a global scale, the
alliance builds on Chrysler's culture of innovation -- first
established by Walter P. Chrysler in 1925 -- and Fiat's
complementary technology -- from a company whose heritage dates
back to 1899.
Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's
product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.
Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC. Fiat has a 20
percent equity interest in Chrysler Group.
Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CHRYSLER LLC: Appeal From Termination of Dealerships Dismissed
--------------------------------------------------------------
Tarbox Motors Inc. and Tarbox Chrysler Jeep LLC, have asked the
U.S. District Court for the Southern District of New York to
determine whether the Bankruptcy Court erred in its June 9, 2009
sale order, and later in its June 19, 2009 opinion, authorizing
Chrysler LLC to reject 789 dealership agreements. In connection
with the sale of key assets to Italy-based automaker Fiat S.p.A.,
Chrysler did not assign all dealership contracts to Fiat as the
latter wanted a more efficient dealership network for New
Chrysler.
The appeal was dismissed when Tarbox informed the District
Court that it didn't oppose dismissal, Bill Rochelle at Bloomberg
News said. Thus, no appellate court will decide whether Chrysler
was properly entitled to cut off dealerships.
Bankruptcy Judge Arthur Gonzalez in September approved Old CarCo
LLC's request to enforce the automatic stay and the order
approving the sale of substantially all of their assets to Fiat
S.p.A. The judge ruled that dealers should withdraw their actions
by September 10, 2009, or they will be subject to a sanction of
$10,000 per day and payable to the Court until full compliance.
About Chrysler LLC
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge,
Mopar(R) and Global Electric Motors (GEM) brand vehicles and
products. With the resources, technology and worldwide
distribution network required to compete on a global scale, the
alliance builds on Chrysler's culture of innovation -- first
established by Walter P. Chrysler in 1925 -- and Fiat's
complementary technology -- from a company whose heritage dates
back to 1899.
Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's
product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.
Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC. Fiat has a 20
percent equity interest in Chrysler Group.
Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CITADEL BROADCASTING: S&P Downgrades Unsolicited Ratings to 'CCC-'
------------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its unsolicited
ratings on Citadel Broadcasting Corp. to 'CCC-' from 'CCC'. At
the same time, S&P lowered its unsolicited issue-level ratings on
the company's senior secured credit facilities to 'CCC-', the same
level as the corporate credit rating. The recovery rating of '4'
remains unchanged, indicating S&P's expectation of average (30% to
50%) recovery for lenders in the event of a payment default.
"We expect Citadel will be unable to comply with covenants in its
amended credit agreement, specifically the requirement to have at
least $150 million of available cash as of Jan. 15, 2010," said
Standard & Poor's credit analyst Michael Altberg.
Cash balances stood at $27.8 million as of June 30, 2009. The
company generated only $21.8 million of discretionary cash flow
for the first six months of 2009, down roughly 47% from the year-
ago period. Although S&P expects the company to continue to
generate modest discretionary cash flow for the remainder of the
year, based on S&P's estimates for further EBITDA declines in
2009, S&P believes the company will fall significantly short of
its minimum cash requirement. In addition, EBITDA coverage of
interest expense was very low, at 1.3x for the second quarter of
2009. S&P is concerned that if EBITDA continues to deteriorate,
the company could have difficulty meeting cash interest payments
over the intermediate term, especially in the seasonally weak
first quarter of 2010.
The 'CCC-' corporate credit rating reflects Citadel's high debt
leverage and marginal interest coverage as a result of declining
EBITDA and the June 2007 debt-financed acquisition of ABC Radio,
uncertainty regarding its ability to meet covenants in early 2010,
competition from larger radio operators in the majority of its
markets, ongoing challenges to improving profitability at acquired
stations, advertising spending volatility, and significant
obstacles to asset sales. The company, which had 165 FM and 58 AM
radio stations in more than 50 markets as of Feb. 19, 2009, is the
third-largest radio operator in terms of revenues.
CITY CAPITAL: Posts $1.14 Million Net Loss for March 31 Quarter
---------------------------------------------------------------
City Capital Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the period ended
March 31, 2009.
City Capital posted a net loss of $1,149,823 for the three months
ended March 31, 2009, from a net loss of $723,695 for the same
period a year ago. City Capital booked revenues of $102,739 for
the three months ended March 31, 2009, from $7,000 for the same
period a year ago.
As of March 31, 2009, the Company had $3,835,542 in total assets
and $6,537,433 in total liabilities, resulting in $2,877,499 in
stockholders' deficit. The Company's March 31 balance sheet also
showed strained liquidity with $3,084,885 in total current assets
and $6,138,933 in total current liabilities.
As of December 31, 2008, the Company had total assets of
$2,531,761 and total liabilities of $4,839,438, resulting in
stockholders' deficit of $2,307,677.
The Company said it will continue to be dependent on its ability
to obtain additional debt or equity financing to accomplish its
business strategy and to ultimately achieve profitable operations.
The Company has incurred a net loss for the March 2009 quarter and
has reported an accumulated deficit of $13,302,017 as of March 31,
2009, raising substantial doubt as to the Company's ability to
continue as a going concern. The Company is dependent on more
fully implementing the Company's business plan.
In its report dated March 27, 2009, on the financial statements
for the years ended December 31, 2008 and 2007 -- Spector, Wong &
Davidian, LLP, in Pasadena, California -- the Company's
independent registered public accounting firm expressed
substantial doubt about the Company's ability to continue as a
going concern.
A full-text copy of the Company's March 2009 quarterly report is
available at no charge at http://ResearchArchives.com/t/s?452a
About City Capital
City Capital Corporation is a professional management and
diversified holding company engaged in leveraging investments,
holdings and other assets to build value for investors and
shareholders. The Company maintains stakes in industries such as
technology, biofuels, commercial laundry, and retail services.
The Company acquires and revitalizes distressed investment
opportunities in multiple industry segments, creating potentially
long-term returns for the Company.
CITY CAPITAL: Issues 12 Mil. Shares to Three Directors
------------------------------------------------------
City Capital Corporation on September 10, 2009, issued an
aggregate of 12,000,000 shares of unregistered common stock to the
Company's three directors:
Number of
Name Date Shares Consideration
---- ---- --------- -------------
Ephren W. Taylor II 09/10/09 4,000,000 Officer
Compensation
valued at $360,000
Waldo E. Brantley III 09/10/09 4,000,000 Officer
Compensation
valued at
$360,000
Don R. McCarthy 09/10/09 4,000,000 Director
Compensation
valued at
$360,000
These shares were issued without registration in reliance on
Section 4(2) of the Securities Act of 1933 for transactions not
involving any public offering.
As of September 10, 2009, the Company had issued and outstanding a
total of 103,326,044 shares of its common stock, $0.001 par value
per share.
About City Capital
City Capital Corporation is a professional management and
diversified holding company engaged in leveraging investments,
holdings and other assets to build value for investors and
shareholders. The Company maintains stakes in industries such as
technology, biofuels, commercial laundry, and retail services.
The Company acquires and revitalizes distressed investment
opportunities in multiple industry segments, creating potentially
long-term returns for the Company.
As of March 31, 2009, the Company had $3,835,542 in total assets
and $6,537,433 in total liabilities, resulting in $2,877,499 in
stockholders' deficit. The Company's March 31 balance sheet also
showed strained liquidity with $3,084,885 in total current assets
and $6,138,933 in total current liabilities.
CLARIENT INC: Safeguard Reduces Equity Stake to 38.4%
-----------------------------------------------------
Safeguard Scientifics, Inc., and Safeguard Delaware, Inc.,
disclosed holding 30,887,294 shares or roughly 38.4% of Clarient
Inc. common stock as of September 18, 2009.
The shares excludes an aggregate of 20,641 shares of common stock
held by certain executive officers and directors of SSI and SDI,
and 21,354 shares that have been pledged to Safeguard Scientifics
as collateral for a loan it provides to a former officer of
Safeguard. SSI and SSDI disclaim beneficial ownership of such
shares.
On July 30, 2009, SDI exercised a warrant dated and granted
August 1, 2005, to purchase 50,000 shares of Common Stock at an
exercise price of $2.00 per share. On August 27, SDI and SSDI
sold a total of 16 million shares of Common Stock held by SDI and
SSDI in an underwritten public offering, the closing of which
transaction occurred on September 1. The shares were sold
pursuant to an effective registration statement filed by the
Company with the Securities and Exchange Commission.
On September 18, 2009, the underwriters exercised the option to
purchase an additional 2.4 million shares of Common Stock from
SDI.
As reported by the Troubled Company Reporter on September 7, 2009,
SSDI and SDI were deemed beneficial owners of 33,287,294 shares,
representing 41.4%, of the Company's Common Stock.
About Clarient Inc.
Based in Aliso Viejo, California, Clarient Inc. (Nasdaq: CLRT) --
http://www.clarientinc.com/-- is an advanced oncology diagnostics
services company. The Company's principal customers include
pathologists, oncologists, hospitals and biopharmaceutical
companies.
At June 30, 2009, Clarient had $54.3 million in total assets;
$13.8 million in total current liabilities, $982,000 in long-term
capital lease obligations and $3.75 million in deferred rent and
other non-current liabilities; and $35.6 million in stockholders'
equity.
Going Concern Doubt
KPMG LLP in Irvine, California -- in its audit report dated
March 19, 2009 -- raised substantial doubt about the Company's
ability to continue as a going concern. KPMG cited the Company's
recurring losses from operations and negative cash flows from
operations, and working capital and net capital deficiencies.
KPMG said it is not probable that the Company can remain in
compliance with the restrictive financial covenants in its bank
credit facilities.
CLARK HOLDINGS: BofA Agrees to Forbear From Remedies Until Feb. 28
------------------------------------------------------------------
On September 16, 2009, Clark Holdings Inc. and its operating
subsidiaries entered into an Amendment and Forbearance Agreement,
effective as of September 15 with Bank of America, N.A., AS
successor-in-interest to LaSalle National Bank Association.
Pursuant to the Amendment, BofA agreed to forbear from exercising
certain of its rights under, and the parties agreed to certain
amendments to, that certain Credit Agreement, dated February 12,
2008, by and among the Company and its operating subsidiaries, as
borrowers, various financial institutions, as lenders, and LaSalle
National Bank Association (now BofA), as administrative agent.
Under the terms of the Amendment, BofA, as administrative agent
and as the sole lender under the Credit Agreement, agreed to
forbear from exercising its rights and remedies under the Credit
Agreement arising out of certain existing and anticipated events
of default for the period commencing on September 15, 2009 and
ending on February 28, 2010 (or earlier upon the occurrence of,
among other things, an event of default other than the existing or
anticipated events of default).
The parties also agreed to certain amendments to the Credit
Agreement, including, among other things, the following:
-- The lenders are not obligated to make revolving loans or
issue letters of credit in excess of $2,218,000 in the
aggregate.
-- The term loan maturity date and the termination date of the
lenders' commitment to make loans will be no later than
February 28, 2010.
-- During the forbearance period, in lieu of the financial
covenants relating to senior debt to EBITDA ratio, fixed
charge coverage ratio, total debt to EBITDA ratio and
tangible net worth, the Company agreed that (i) it will not
permit its cumulative EBITDA to be less than a specified
amount for each fiscal month from July 2009 to January 2010
and (ii) it will not permit its fixed coverage ratio to be
less than 1.25 for the fiscal quarter ending closest
September 30, 2009 or less than 2.50 for the ensuing fiscal
quarter.
-- The Company agreed to repay the term loan by an amount equal
to 15% of the amount by which its cumulative EBITDA exceeds
the Cumulative EBITDA Targets, beginning with the July 2009
fiscal month.
-- Letters of credit issued by the lenders under the Credit
Agreement must be supported by a pledge to the
administrative agent of a certificate of deposit or other
acceptable collateral in an amount equal to the stated
amount of all letters of credit. As of the date hereof, the
Company has pledged a certificate of deposit, which matures
on October 1, 2010, covering all currently outstanding
letters of credit.
Clark Holdings, Inc., incorporated on September 1, 2005, was
formed to serve as a vehicle for the acquisition of one or more
operating businesses in the transportation and logistics sector
and related industries through a merger, capital stock exchange,
asset acquisition or other similar business combination. On
May 18, 2007, the Company entered into a Stock Purchase Agreement
with The Clark Group, Inc., and the stockholders of CGI, pursuant
to which the Company agreed to purchase 100% of CGI's shares of
common stock. In February 2008, the Company completed the
Acquisition of CGI.
CLASSICSTAR LLC: Eastern Star Seeks Removal From Suit
-----------------------------------------------------
Eastern Star Gas Ltd., a developer of gas reserves in Australia's
eastern states, has asked a federal court in Lexington, Kentucky,
to remove the company from a lawsuit filed by the liquidator for
bankrupt ClassicStar LLC, Erik Larson at Bloomberg News reports.
According to the report, the liquidator of ClassicStar has filed a
lawsuit accusing Eastern Star's former joint-venture partner
Gastar Exploration Ltd. of helping drain $656 million from
ClassicStar's Kentucky horse-breeding program. The liquidator
claims Gastar might have diverted ClassicStar funds to Eastern
Star.
Eastern Star "was not involved in any way in the mare leases" and
"did not receive or benefit from any allegedly diverted monies,
and did not itself divert any monies," the company said in its
filing.
About ClassicStar LLC
Headquartered in Lexington, Kentucky, ClassicStar LLC operated as
a thoroughbred horse breeder. The Company also leased horses and
rents out the reproductive systems of select thoroughbred mares.
ClassicStar filed for bankruptcy in 2007 amid claims it
misrepresented herding horses as thoroughbreds, sold rights to
horses that didn't exist and lied about the tax benefits of
investing in it. The Company filed for Chapter 11 protection
Sept. 14, 2007 (Bankr. E.D. Ky. Case No.07-51786).
James W. Gardner, Esq., at Henry Watz Gardner Sellars & Gardner,
PLLC, represented the Debtor. Elizabeth Lee Thompson, Esq., at
Stites & Harbison, PLLC, represented the Creditors Committee.
In April 2008, the Hon. William S. Howard of the United States
Bankruptcy Court for the Eastern District of Kentucky converted
ClassicStar LLC's Chapter 11 case to a Chapter 7 liquidation
proceeding. The U.S. Trustee for Region 8, asked for the
conversion, saying there is no reasonable likelihood that the
Debtor will propose a bankruptcy plan.
CLEARPOINT BUSINESS: Issues Promissory Notes to Restate Sub Notes
-----------------------------------------------------------------
ClearPoint Business Resources, Inc.'s wholly owned subsidiary,
ClearPoint Resources, Inc., previously issued Amended and Restated
Notes --Sub Notes -- to B&N Associates, LLC; Alyson P. Drew;
Fergco Bros. LLC and Matthew Kingfield, stockholders of the
Company, for $550,000 in the aggregate. Mrs. Drew is the spouse
of the Company's director Parker Drew, and Christopher Ferguson, a
beneficial owner of 16.6% of the Company's common stock, holds a
25% interest in Fergco Bros. LLC. Prior to issuing Amended Sub
Notes, all sums outstanding from time to time under each Sub Note
were payable quarterly, with all principal payable on the maturity
date, March 31, 2010.
On August 14, 2006, CPR acquired 100% of the common stock of
StaffBridge, Inc., for cash and a note payable to the former
shareholders of StaffBridge. Prior to entering into the Extension
Agreement, the StaffBridge Note was payable in monthly
installments and the maturity date of the StaffBridge Note was
December 31, 2009. As of September 17, 2009, the aggregate
principal amount outstanding under the StaffBridge Note was
$177,517.50.
On August 14, 2009, the Company entered into the Amended and
Restated Revolving Credit Agreement with ComVest Capital, LLC.
The Amended Loan Agreement provides that the Company must deliver
to ComVest written agreements from specified holders of
indebtedness of the Company, including the Sub Notes and the
StaffBridge Note, agreeing to defer and postpone payments of
principal and interest in respect of such indebtedness until one
or more dates on or after December 31, 2009. In accordance with
the Amended Loan Agreement, the Sub Notes and the StaffBridge Note
were amended pursuant to the Amended Sub Notes and the Extension
Agreement, respectively.
According to the Company, on September 11, 14, and 15, 2009, CPR
amended and restated the Sub Notes by issuing Third Amended and
Restated Promissory Notes dated September 8, 2009 -- Amended Sub
Notes -- to Fergco Bros. LLC, Alyson P. Drew, B&N Associates, LLC,
and Matthew Kingfield, respectively, for $550,000 in aggregate
principal amount. Pursuant to the Amended Sub Notes, principal
amounts under the Amended Sub Notes shall be due and payable in
monthly installments equal to 10% of the principal amount of the
Amended Sub Note beginning March 31, 2010. The Amended Sub Notes
continue to bear interest at the rate of 12% per annum. Interest
due for the period of May 1, 2009, through August 31, 2009, and
additional interest accruing for the period of September 1, 2009,
through February 28, 2010, shall be deferred and paid in monthly
installments beginning March 31, 2010. Interest payments for the
period beginning March 1, 2010, and future periods will be paid
monthly, one month in arrears, beginning April 30, 2010.
CPR has the right to prepay all or any portion of the Amended Sub
Notes from time to time without premium or penalty. Any
prepayment shall be applied first to accrued but unpaid interest
and then applied to reduce the principal amount owed. The Amended
Sub Notes provide that CPR's failure to make any payment of
principal or interest due under the Amended Sub Note shall
constitute an event of default if uncured for 5 days after written
notice has been given by the Sub Noteholder to CPR. Upon the
occurrence of an event of default and at any time thereafter, all
amounts outstanding under the Amended Sub Notes shall become
immediately due and payable.
On September 15, 2009, the StaffBridge Note was amended pursuant a
Debt Extension Agreement Amendment dated September 3, 2009.
Pursuant to the Extension Agreement, the outstanding balance under
the StaffBridge Note will be paid in monthly installments
beginning February 15, 2010. Each monthly installment payment
under the StaffBridge Note will be in the total amount of
$17,105.86, consisting of (i) $16,137.95 with respect to the
outstanding principal balance and (ii) $967.91 relating to accrued
and unpaid interest as of August 31, 2009 and interest for the
period of September 1, 2009 through January 31, 2010. The
StaffBridge Note continues to bear interest at the rate of 8% per
annum.
The Amended Sub Notes and the Extension Agreement also include
various other provisions customary for transactions of this
nature.
A full-text copy of the Form of Third Amended and Restated
Promissory Note dated September 8, 2009, is available at no charge
at http://ResearchArchives.com/t/s?4533
A full-text copy of the Debt Extension Agreement Amendment issued
by former shareholders of StaffBridge, dated September 3, 2009, is
available at no charge at http://ResearchArchives.com/t/s?4534
Going Concern Opinion
Historically, ClearPoint has funded its cash and liquidity needs
through cash generated from operations and debt financing. At
June 30, 2009, the Company had an accumulated deficit of
$55,412,191 and working capital deficiency of $8,904,055.
Although the Company restructured its debt and obtained new
financing in the third quarter of 2009, cash projected to be
generated from operations may not be sufficient to fund operations
and meet debt repayment obligations during the next 12 months. To
meet its future cash and liquidity needs, the Company may be
required to raise additional financing and restructure existing
debt. There is no assurance that the Company will be successful
in obtaining additional financing and restructuring its existing
debt. If the Company does not generate sufficient cash from
operations, raise additional financing and restructure existing
debt, there is substantial doubt about the ability of the Company
to continue as a going concern.
During the six months ended June 30, 2009, ClearPoint did not make
certain required payments under the Loan Agreement with ComVest,
the Blue Lake Note, the Sub Notes payable to Sub Noteholders and
the StaffBridge Note.
About ClearPoint Business Resources
ClearPoint Business Resources, Inc., is a workplace management
solutions company. Through the iLabor Network, ClearPoint
provides services to clients ranging from small businesses to
Fortune 500 companies. The iLabor Network specializes in the
highly transactional "go to work" or "on-demand" segment of the
temporary labor market. ClearPoint considers the hospitality,
distribution, warehouse, manufacturing, logistics, transportation,
convention services, hotel chains, retail and administrative
sectors among the segments best able to be served by the iLabor
Network.
During the fiscal year ended December 31, 2008, ClearPoint began
to transition its business model from a temporary staffing
provider through a network of branch-based offices or franchises
to a provider that manages clients' temporary staffing needs
through its open Internet portal-based iLabor Network. ClearPoint
completed this transition during the three months ended June 30,
2008. Under its new business model, ClearPoint acts as a broker
for its clients and network of temporary staffing suppliers.
ClearPoint derives its revenues from (i) royalty payments related
to client contracts which ClearPoint subcontracted or sold to
other providers of temporary staffing services; (ii) revenues
generated by the iLabor Network; and (iii) revenues related to
VMS.
As of June 30, 2009, the Company had $3,492,403 in total assets
and $26,262,146 in total liabilities, resulting in $22,769,743 in
stockholders' deficit.
COMMERCECONNECT MEDIA: Emerges from Chapter 11 in 49 Days
---------------------------------------------------------
Cygnus Business Media, Inc., said September 21 it has emerged from
Chapter 11 bankruptcy protection just 49 days after filing its
pre-packaged Plan of Reorganization with the U.S. Bankruptcy Court
for the District of Delaware.
Cygnus Business Media filed its pre-packaged Plan of
Reorganization on August 3 after being unable to reach agreement
with one of its 24 lenders on a financial restructuring plan. The
Plan, now confirmed by the Court, becomes effective and
restructures secured debt by converting a portion to equity. It
also provides that all general unsecured creditors, including all
vendors, of Cygnus Business Media will be paid in full in the
ordinary course.
About CommerceConnect
CommerceConnect Media, doing business as Cygnus, is a business-to-
business publisher and communications company. CommerceConnect's
brands include Qualified Remodeler, Firehouse, Equipment Today,
Kitchen and Bath Design News, and the CPA Technology Advisor. In
total, CommerceConnect publishes 42 trade publications in 13
markets, with total circulation of more than 3 million.
CommerceConnect also operates 38 Web sites which generated more
than 180 million page views in 2008. CommerceConnect also
produces more than 30 trade shows and events each year.
Cygnus Business Media -- http://www.cygnusb2b.com/-- is an
internationally-recognized business-to-business media company.
Its diverse portfolio serves 13 market categories with print and
interactive products, and live events. Through its media, the
company reaches more than 1.5 million print subscribers, nearly 1
million industry professionals via its Custom Marketing services
group, and attracts 2 million unique visitors to its websites
monthly. Cygnus Business Media provides comprehensive, integrated
advertising and marketing programs for some of the world's
strongest business-to-business brands.
CommerceConnect Media Holdings, Inc., together with affiliates,
including Cygnus Business Media Inc., filed for Chapter 11 on
August 3, 2009 (Bankr. D. Del. Case No. 09-12765). Attorneys at
Richards, Layton & Finger, P.A., and Curtis, Mallet-Prevost, Colt
& Mosle LLP, serve as counsel to the Debtors. Garden City Group
Inc. serves as noticing and claims agent. Miller Buckfire & Co.,
LLC and Zolfo Cooper LLC, serve as the Debtors' financial advisor.
Attorneys at Sidley Austin represent General Electric Capital
Corp., the first lien agent, while attorneys at Paul, Hastings,
Janofsky & Walker LLP serve as counsel to Barclays Bank PLC, the
second lien agent. Judge Brendan Linehan Shannon presides over
the case. The petition says CommerceConnect has $100,000,001 to
$500,000,000 in assets and debts.
COMMERCECONNECT MEDIA: John French Named CEO Following Emergence
----------------------------------------------------------------
Cygnus Business Media, a diversified business-to-business media
company, has a new Chief Executive Officer. John French, one of
the media industry's most respected leaders, has officially
assumed the top position at the company Sept. 21 as it announces
its emergence from Chapter 11.
"Cygnus Business Media is a formidable influence in business
today," says Mr. French. "We have strong footprints in the areas
of public safety, security, aviation, transportation and
construction, all industries that provide the backbone of
America's renewal. Growth in these markets will be substantial in
the years to come as products and services continue to transform
how work is delivered, assessed, created and performed.
Communication and knowledge will be the leveler and we will
continue to be the most dynamic resource for delivering it."
French has been a visible force in the business-to-business media
industry, serving in top positions of several leading companies.
He was most recently Chief Executive Officer of Penton Media,
Inc., and a member of its Board of Directors, assuming the role in
2006 following the acquisition of Penton Media by Prism Business
Media. The acquisition created the largest independent business-
to-business media company in the U.S., serving 30 industries with
more than 900 media products. During his tenure, he oversaw the
creation of a digital business division that focused on next-
generation initiatives. He has advocated for integrated marketing
models aimed at providing awareness for brands through several
high quality mediums and supports creating customized market
research for customers interested in gaining strategic leverage in
their marketplace.
"As with any company, the strongest asset lies in the people who
work day-to-day to deliver quality. Cygnus Business Media
employees represent the best in business. They are focused,
tenacious, innovative and committed. I look forward to working
with them and continuing to build on their success," adds
Mr. French.
Cygnus Business Media's interim-CEO, Charles Carnaval, an
executive with Zolfo Cooper, a corporate management solutions
firm, will assist in the transition.
"Zolfo Cooper and especially Charles Carnaval and Scott Gellman
have worked very hard these past several months and they deserve
credit for their ongoing financial and management expertise," adds
Mr. French. "Charlie will be missed. He is a great communicator
and has been a dedicated CEO. We appreciate all of his hard work
and efforts."
About CommerceConnect
CommerceConnect Media, doing business as Cygnus, is a business-to-
business publisher and communications company. CommerceConnect's
brands include Qualified Remodeler, Firehouse, Equipment Today,
Kitchen and Bath Design News, and the CPA Technology Advisor. In
total, CommerceConnect publishes 42 trade publications in 13
markets, with total circulation of more than 3 million.
CommerceConnect also operates 38 Web sites which generated more
than 180 million page views in 2008. CommerceConnect also
produces more than 30 trade shows and events each year.
Cygnus Business Media's diverse portfolio serves 13 market
categories with print and interactive products, and live events.
Through its media, the company reaches more than 1.5 million print
subscribers, nearly 1 million industry professionals via its
Custom Marketing services group, and attracts 2 million unique
visitors to its websites monthly. Cygnus Business Media provides
comprehensive, integrated advertising and marketing programs for
some of the world's strongest business-to-business brands. For
more information, visit http://www.cygnusb2b.com
CommerceConnect Media Holdings, Inc., together with affiliates,
including Cygnus Business Media Inc., filed for Chapter 11 on
August 3, 2009 (Bankr. D. Del. Case No. 09-12765). Attorneys at
Richards, Layton & Finger, P.A., and Curtis, Mallet-Prevost, Colt
& Mosle LLP, serve as counsel to the Debtors. Garden City Group
Inc. serves as noticing and claims agent. Miller Buckfire & Co.,
LLC, is the Debtors' financial advisor. Attorneys at Sidley
Austin represent General Electric Capital Corp., the first lien
agent, while attorneys at Paul, Hastings, Janofsky & Walker LLP
serve as counsel to Barclays Bank PLC, the second lien agent.
Judge Brendan Linehan Shannon presides over the case. The
petition says CommerceConnect has $100,000,001 to $500,000,000 in
assets and debts.
On Sept. 8, 2009, the Bankruptcy Court confirmed Cygnus' joint
pre-packaged Chapter 11 Plan of Reorganization. The prepackaged
Plan calls for the restructuring of secured debt by converting a
portion to equity. It also provides that all general unsecured
creditors, including all vendors, will be paid in full in the
ordinary course.
COOPER-STANDARD: Gets Court Nod to Hire Fried Frank as Counsel
--------------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliates obtained the
Court's approval to employ Fried Frank Harris Shriver & Jacobson
LLP as their legal counsel effective August 3, 2009.
The Debtors selected the firm because of its extensive experience
in the field of debtor' and creditors' rights, and because of its
knowledge of the Debtors' businesses and affairs, according to
Allen Campbell, vice-president and chief financial officer of
Cooper-Standard Holdings.
Since 2006, Fried Frank has provided representation and
counseling to the Debtors on various legal matters, and has also
represented Cooper-Standard Holdings' foreign subsidiaries, Mr.
Campbell says.
Fried Frank is an international law firm with about 500 attorneys
in offices in New York, Washington, D.C., London, Paris, and Hong
Kong. It handles major matters involving corporate transactions,
including mergers and acquisitions and financings, litigation,
bankruptcy and restructuring, among other things.
As the Debtors' counsel, Fried Frank is tasked to:
(1) provide legal advice with respect to the Debtors' powers
and duties in the continued operation of their business
and management of their properties;
(2) advise the Debtors on the conduct of their bankruptcy
cases and take action to protect and preserve their
estates;
(3) prepare legal papers in connection with the administration
of the Debtors' estates;
(4) advise the Debtors in connection with any contemplated
sale of assets, business combinations or investment;
(5) assist and advise the Debtors in connection with the
proposed debtor-in-possession financing and cash
collateral arrangements, emergence financing and capital
structure;
(6) negotiate, prepare and review the Debtors' plan of
reorganization, disclosure statement and related
agreements, and take any necessary action to obtain
confirmation of the plan;
(7) assist the Debtors in matters relating to pending
litigation; and
(8) assist the Debtors and their advisors with disclosures and
filings in the Securities and Exchange Commission.
Fried Frank will be paid for its services on an hourly basis at
these rates:
Partners $735 - $1,100
Counsel $735 - $950
Special Counsel $665 - $690
Associates $360 - $600
Legal Assistants $180 - $265
The firm will also be reimbursed of the expenses it incurred in
connection with its employment.
Gary Kaplan, Esq., at Fried Frank, assures the Court that his
firm does not hold or represent any interest adverse to the
Debtors and their estates, and that the firm is a "disinterested
person" as that term is defined under Section 101(14) of the
Bankruptcy Code.
About Cooper-Standard
Cooper-Standard Automotive Inc., headquartered in Novi, Mich., is
a leading global automotive supplier specializing in the
manufacture and marketing of systems and components for the
automotive industry. Products include body sealing systems, fluid
handling systems and NVH control systems. The Company is one of
the leading suppliers of chassis products in North America, with
about 14% of market share. The Company's main customers include
Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen,
BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive -- http://www.cooperstandard.com/
-- employs approximately 16,000 people globally with more than 70
facilities throughout the world. Cooper-Standard is a privately-
held portfolio company of The Cypress Group and Goldman Sachs
Capital Partners Funds.
Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors. Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor. Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.
The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.
Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000)
COOPER-STANDARD: Gets Court Nod to Hire Richards Layton as Counsel
------------------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors obtained
the Court's authority to hire Richards Layton & Finger P.A. as
their bankruptcy co-counsel effective August 3, 2009.
Allen Campbell, vice-president and chief financial officer of
Cooper-Standard Holdings, says that in light of the extensive
legal services needed to help the Debtors during their
bankruptcy, they have decided to tap Richards Layton although
they have already sought the services of Fried Frank Harris
Shriver & Jacobson LLP.
Mr. Campbell says the two firms have already talked about the
division of responsibilities regarding representation of the
Debtors and would make every effort to avoid duplication of
services.
As co-counsel, Richards Layton is tasked to provide advice to the
Debtors about their powers and duties, and to take all necessary
actions to protect and preserve the Debtors' estates. The firm
is also tasked to prepare legal papers in connection with the
administration of the estates and other legal services.
In return for Richards Layton's services, the Debtors will pay
the firm its customary hourly rates. The professionals
designated to represent the Debtors and their hourly rates are:
Mark Collins $675
Michael Merchant $525
Chun Jang $300
Drew Sloan $255
Dana Reynolds $245
Janel Gates $195
The firm will also be reimbursed for its reasonable, out-of-
pocket expenses.
The Debtors have already paid the firm a retainer for $125,000.
Michael Merchant, Esq., a director of Richards Layton, assures
the Court that his firm does not hold or represent interest
adverse to the Debtors and their estates, and that the firm is a
"disinterested person" under Section 101(14) of the Bankruptcy
Code.
About Cooper-Standard
Cooper-Standard Automotive Inc., headquartered in Novi, Mich., is
a leading global automotive supplier specializing in the
manufacture and marketing of systems and components for the
automotive industry. Products include body sealing systems, fluid
handling systems and NVH control systems. The Company is one of
the leading suppliers of chassis products in North America, with
about 14% of market share. The Company's main customers include
Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen,
BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive -- http://www.cooperstandard.com/
-- employs approximately 16,000 people globally with more than 70
facilities throughout the world. Cooper-Standard is a privately-
held portfolio company of The Cypress Group and Goldman Sachs
Capital Partners Funds.
Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors. Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor. Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.
The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.
Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000)
COOPER-STANDARD: Wins Nod for A&M as Restructuring Adviser
----------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Alvarez & Marsal North America LLC as their
restructuring adviser effective August 3, 2009.
Allen Campbell, vice-president and chief financial officer of
Cooper-Standard Holdings, says the firm is well-qualified for the
job given its extensive experience in providing advisory services
in the restructuring and reorganization of companies involved in
complex Chapter 11 cases.
Mr. Campbell says that A&M's managing director, Robert Campagna,
is well-suited to provide the restructuring support services and
to lead the assignment required by the Debtors.
As restructuring adviser, A&M is tasked to:
(1) assist the Debtors in preparing and developing short-term
cash flow forecasts and liquidity plans;
(2) assist the Debtors' management team and counsel focused on
the coordination of resources related to the ongoing
reorganization effort;
(3) assist in preparing financial information for distribution
to creditors and other concerned parties;
(4) attend meetings and assist the Debtors in their
discussions with potential investors, banks and other
secured lenders, any official committee appointed in their
cases and the U.S. Trustee, as requested;
(5) assist the Debtors in analyzing information required
under the proposed debtors-in-possession financing;
(6) analyze creditor claims and assist the Debtors in
developing database to track those claims;
(7) assist the debtor in preparing financial-related
disclosures required by the Court; and
(8) assist in identifying executory contracts and leases, and
conduct evaluation with respect to their assumption or
rejection.
A&M will be paid for its services at these hourly rates:
Managing Directors $625 - $850
Directors $450 - $625
Associates $300 - $450
Analysts $225 - $300
The firm will also be reimbursed of the expenses incurred in
connection with its employment as restructuring adviser.
A&M has already received various retainers in connection with the
preparation of the Debtors' bankruptcy filing. The unapplied
remaining retainer for $200,000, will constitute a general
retainer for postpetition services, will not be segregated by A&M
in a separate account, and will be held until the end of the
Debtors' cases and applied to the firm's fees approved by a final
court order.
Robert Campagna, managing director of A&M, assures the Court that
his firm does not hold or represent any interest adverse to the
Debtors and their estates, and that it is a "disinterested
person" as that term is defined under Section 101(14) of the
Bankruptcy Code.
About Cooper-Standard
Cooper-Standard Automotive Inc., headquartered in Novi, Mich., is
a leading global automotive supplier specializing in the
manufacture and marketing of systems and components for the
automotive industry. Products include body sealing systems, fluid
handling systems and NVH control systems. The Company is one of
the leading suppliers of chassis products in North America, with
about 14% of market share. The Company's main customers include
Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen,
BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive -- http://www.cooperstandard.com/
-- employs approximately 16,000 people globally with more than 70
facilities throughout the world. Cooper-Standard is a privately-
held portfolio company of The Cypress Group and Goldman Sachs
Capital Partners Funds.
Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors. Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor. Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.
The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.
Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000)
COUDERT BROTHERS: Lease, Amendment Are One Contract
---------------------------------------------------
According to Bill Rochelle at Bloomberg News, U.S. District Judge
Denise Cote in New York ruled on Sept. 4 that an amendment to a
lease is part of the lease itself. Consequently, a bankrupt
company can't reject the amendment and assume the lease, the judge
said.
Judge Cote, Mr. Rochelle relates, looked in part to New York law
in deciding that the lease and amendment together made up one
contract. Because the lease was assumed, so too was the
amendment, Judge Cote said.
The case is Development Specialists Inc. v. 1114 6th Avenue
Co. (In re Coudert Brothers LLP), 09-5047, U.S. District Court,
Southern District New York (Manhattan).
About Coudert Brothers
Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution. The
firm had operations in Australia and China. The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case
No. 06-12226). John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represent the Debtor
in its restructuring efforts. The U.S. Trustee for Region 2
appointed five creditors to serve on an Official Committee of
Unsecured Creditors. Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represent the Official
Committee of Unsecured Creditors. In its schedules of assets and
debts, Coudert listed total assets of $29,968,033 and total debts
of $18,261,380.
The Bankruptcy Court in August 2008 signed an order confirming
Coudert Brothers LLP's chapter 11 plan. The Plan contemplated on
paying 39% to unsecured creditors with $26 million claims.
COYOTES HOCKEY Balsillie Says Melnyk Contradicts NHL on Veto Right
------------------------------------------------------------------
Eugene Melnyk, owner of the Ottawa Senators, said in a radio
interview that every National Hockey League owner can veto a new
team in his territory, Jim Balsillie stated in documents filed
with the U.S. Bankruptcy Court. According to Bloomberg News,
Mr. Balsillie's legal team has repeatedly used the alleged veto
power to argue that the league is unfairly opposing his effort to
move the Coyotes from Arizona to southern Ontario.
"Mr. Melnyk admitted the continued effectiveness of the illegal
NHL constitutional territorial veto," Mr. Balsillie's lawyers
said, according to the Bloomberg report. "Moreover, his remarks
confirm that the real reason for the rejection of Mr. Balsillie's
ownership application is this veto."
NHL official had said owners voted to reject Mr. Balsillie, saying
they can't trust him because of his actions in trying previously
to acquire and move two hockey teams.
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona is scheduled to convene a hearing on Phoenix
Coyotes owner Jerry Moyes's request for emergency hearing to order
the National Hockey League to mediate the "key sale issues".
Jerry Moyes is supporting the bid for the Coyotes by James L.
Balsillie's group PSE Sports and Entertainment. Mr. Balsillie is
offering $242.5 million to creditors for Coyotes, which include
$50 million for the city of Glendale. Mr. Balsillie, however,
will move the team from Glendale to Hamilton Ontario.
NHL has voiced opposition to Mr. Balsillie's offer for the
Coyoytes. To fend off Mr. Balsillie's bid, the NHL submitted its
own bid, offering $140 million for the Coyotes in hopes that it
could keep the team while it finds another buyer. The NHL has
committed only to one more season in Glendale but said its
preference is to find a buyer who will not move the team.
The Bankruptcy Court has not yet ruled on the winning bidder.
Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009. The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.
CREATIVE DESPERATION: Frivolous Suits Bring $92,500 in Sanctions
----------------------------------------------------------------
In Creative Desperation's Chapter 11 case, a bankruptcy lawyer was
hit with sanctions of $92,500 and suspension from practice in
bankruptcy court for six months as the result of failing to
disclose conflicts of interest and filing frivolous lawsuits,
according to a Sept. 11 opinion by U.S. Bankruptcy Judge John K.
Olson in Fort Lauderdale, Florida, Bill Rochelle at Bloomberg News
reported.
Charles D. Franken, Esq., in Plantation, Florida, may have made
his biggest mistake in naming Olson as defendant in one of the
lawsuits the bankruptcy judge called frivolous, Mr. Rochelle said.
Before Mr. Franken can reapply for authority to practice in
bankruptcy court, he must take 30 hours of courses on legal
ethics, Judge Olson ruled.
Weston, Florida-based Creative Desperation Inc., dba Galileo
Systems International, was founded by Peter Letterese. Creative
Desperation has changed its name six times. Its other names
include Peter Letterese & Associates Inc., Safepoint Family
Training, Buildstrong International and S.A.V.E. International.
The Debtor filed its Chapter 11 petition on June 30, 2008 (Bankr.
S.D. Fla. Case No. 08-19067). Judge John K. Olson presides over
the case. Charles D. Franken, Esq., represents the Debtor in its
restructuring efforts. The Debtor listed total assets of
$501,000,050 and total liabilities of $2,552,400 when it filed for
bankruptcy.
CRUCIBLE MATERIALS: Allegheny Acquires Assets for $40.95 Million
----------------------------------------------------------------
Allegheny Technologies Incorporated expects to purchase the assets
of Crucible Compaction Metals and Crucible Research for $40.95
million as a result of an auction held on September 21, 2009, as
part of a U.S. Bankruptcy Court proceeding. The transaction is
expected to close no later than October 31, 2009.
As reported by the TCR on September 1, 2009, Crucible Materials
obtained permission from Judge Mary Walrath to conduct a September
21 auction for substantially all its assets.
Crucible Materials is seeking to sell virtually all its assets at
an auction, although it has reached a contract only with a buyer
for its compact and research divisions. Under the proposed
timetable, all bids to compete in the auction would have to be
submitted by September 17.
Crucible said that the DIP lenders set an August 14 deadline to
identify a stalking horse bidder for all of its assets and obtain
entry of a sales procedures order. Crucible says that despite its
best efforts, it has not been able to identify a stalking horse
for, or negotiate an asset purchase agreement covering,
substantially all of its assets. Crucible says that while
negotiations with DIP lenders are ongoing, it is presently in a
"technical state of default" under the loan agreement.
According to the TCR, the Debtors have decided to enter into an
asset purchase agreement with Carpenter Technology Corp. for the
sale of their compaction and research divisions, subject to any
higher and better offers. Carpenter will pay $20 million, subject
to adjustments, for the two divisions. The parties agree to
closing not later than October 31.
The Debtors have not received any firm offers for the remaining
assets, which they intend to auction off at the same time as the
compaction and research divisions.
Based in Pittsburgh, Allegheny Technologies Incorporated --
http://www.alleghenytechnologies.com/-- is one of the largest and
most diversified specialty metals producers in the world with
revenues of $5.3 billion during 2008. ATI has approximately 8,700
full-time employees world-wide who use innovative technologies to
offer global markets a wide range of specialty metals solutions.
Its major markets are aerospace and defense, chemical process
industry/oil and gas, electrical energy, medical, automotive, food
equipment and appliance, machine and cutting tools, and
construction and mining. Its products include titanium and
titanium alloys, nickel-based alloys and superalloys, grain-
oriented electrical steel, stainless and specialty steels,
zirconium, hafnium, and niobium, tungsten materials, and forgings
and castings.
About Crucible Materials
Based in Syracuse, New York, Crucible Materials Corporation -- aka
Crucible Specialty Metals, Crucible Service Centers, Crucible
Compaction Metals, Crucible Research and Trent Tube -- makes
stainless and alloy steel for use in the aircraft, automotive,
petrochemical, and other industries. The Company is currently
employee-owned. Its Web site is http://www.crucible.com/
The Company and its affiliate, Crucible Development Corporation,
filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del.
Lead Case No. 09-11582). Mark Minuti, Esq., at Saul Ewing LLP
represents the Debtors in their restructuring efforts. The
Debtors engaged Duff & Phelps Securities LLP as investment banker;
RAS Management Advisors LLC as business advisor; and Epiq
Bankruptcy Solutions LLC as claims agent. Roberta A. DeAngelis,
United States Trustee for Region 3, appointed five creditors to
serve on the Official Committee of Unsecured Creditors. The
Debtors listed assets and debts both ranging from $100 million to
$500 million.
CRUSADER ENERGY: Equity Committee Opposed by Management, Creditors
------------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Crusader Energy
Group Inc. will appear before the Bankruptcy Court on Sept. 30 to
oppose motion by shareholders for the appointment of an official
equity committee. The second-lien creditors and the official
committee of unsecured creditors are also opposing the creation of
an official equity committee.
The second-lien lenders, according to the report, said the assets
have been marketed, with no bid coming close to producing enough
for a distribution to equity holders.
The group of equity holders pushing for equity committee said the
appointment of an equity committee in the Chapter 11 cases is
clearly justified and "absolutely necessary" to assure adequate
representation of the Debtors' equity security holders' interests.
The Debtors have substantial equity value based on their cash flow
potential and intrinsic values underlying their oil and gas
assets, the Ad Hoc Committee asserts. It cited (i) the
application of 24-month NYMEX futures strip pricing to the
Debtors' existing production levels, which reflect equity value in
the $25 million to $50 million range, and (ii) the Debtors' "shut
in" reserves, which would produce an additional equity value in
the $30 million to $60 million range. Hence, the Debtors' equity
value could very well be in excess of $100 million, the Group
says.
About Crusader Energy
Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. --
http://www.ir.crusaderenergy.com/-- explores, develops and
acquires oil and gas properties, primarily in the Anadarko
Basin, Williston Basin, Permian Basin, and Fort Worth Basin in
the United States. It has working interests in more than 1,000
wells.
Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31797). The Debtors' financial condition as of
September 30, 2008, showed total assets of $749,978,331 and
total debts of $325,839,980.
Beth Lloyd, Esq., Richard H. London, Esq., and William Louis
Wallander, Esq., at Vinson & Elkins, L.L.P., represent the
Debtors as counsel. Holland N. Oneil, Esq., Michael S. Haynes,
Esq., and Richard McCoy Roberson, Esq., at Gardere, Wynne &
Sewell, represent the official committee of unsecured creditors
as counsel.
CYNERGY DATA: Wins Approval for ComVest-Led Auction on Oct. 5
-------------------------------------------------------------
Cynergy Data has received approval from the United States
Bankruptcy Court for District of Delaware for its proposed bidding
procedures and timetable for the sale of substantially all of its
assets.
As part of its Chapter 11 sale process, Cynergy Data has entered
into an asset purchase agreement with "stalking horse" bidder
Cynergy Holdings, LLC, an investment vehicle that is managed by
The ComVest Group, a private investment firm focused on providing
debt and equity solutions to middle market companies. ComVest is
a leading provider of capital to the financial technology markets
and owns controlling interests in a number of companies in the
electronic payment processing industry, including Pipeline Data,
CardAccept, AirCharge, SecurePay and Northern Merchant Services.
Pursuant to the Bankruptcy Court approved procedures, other
parties have an opportunity to submit bids on or before October 2,
2009 at 4:00 p.m. (EST). If no additional bids are received by
the bid deadline, Cynergy Data will immediately seek Bankruptcy
Court approval of its sale to Cynergy Holdings, LLC. If
additional bids are received, an auction will take place on
October 5, 2009, at the offices of the company's legal counsel
Nixon Peabody LLP in New York. A hearing to approve the sale is
scheduled for October 7, 2009, and Cynergy Data expects to close
the sale shortly thereafter.
According to Cynergy Data's chief executive officer, Marcelo
Paladini, "We are pleased by Judge Gross' decision to approve our
proposed bidding procedures. This is an important step to ensure
that we will be able to complete our sale process and
restructuring as quickly as possible, and begin the next stage in
our company's history. We intend to continue providing world-
class products and services to our merchants and ISO partners
during this process and beyond."
In addition to approving Cynergy Data's sale procedures, during
the September 15 hearing the Bankruptcy Court granted other
motions seeking various forms of relief, including the company's
retention of professionals to assist it during its Chapter 11
proceedings and its continued use of postpetition financing. This
relief will allow Cynergy Data to operate in the ordinary course
during its Chapter 11 restructuring.
On Tuesday, September 1, 2009, Cynergy Data and two subsidiaries
filed voluntary petitions for business reorganization under
Chapter 11 of the U.S. Bankruptcy Code. The Honorable Kevin Gross
of the U.S. Bankruptcy Court for the District of Delaware is
presiding over Cynergy Data's chapter 11 proceedings.
About The ComVest Group
The ComVest Group is a private investment firm focused on
providing debt and equitysolutions to middle-market companies with
enterprise values of less than $350 million. Since 1988 ComVest
has invested more than $2 billion of capital in over 200 public
and private companies worldwide. Through its extensive financial
resources and broad network of industry experts, ComVest offers
its portfolio companies total financial sponsorship, critical
strategic support, and business development assistance. ComVest
additionally owns controlling interest in Pipeline Data,
CardAccept, AirCharge, SecurePay and Northern Merchant Services;
all credit card merchant servicing organizations. For further
information on ComVest, please contact Partner Daniel Nenadovic at
(561) 727.2070 or via e-mail at danieln@comvest.com
About Cynergy Data
Launched in 1995, Cynergy Data is a merchant credit card
processing service provider that gives business owners excellent
customer support and unparalleled merchant services. The company
emphasizes honest, service-oriented business practices and
customer-friendly products and services. During the past 14
years, Cynergy Data has rapidly expanded from a two-person
operation to one that employs over 130 service-oriented team
members. Headquartered in New York City, Cynergy Data manages a
portfolio of nearly 80,000 merchants processing in excess of $10
billion annually.
The Company and two affiliates -- Cynergy Data Holdings, LLC,
and Cynergy Prosperity Plus, LLC -- filed for Chapter 11 on
September 1, 2009 (Bankr. D. Del. Case No. 09-13038).
The Company's legal advisor is Nixon Peabody LLP; its financial
and restructuring advisor is CM&D Management Services LLC; its
industry expert is Unicorn Partners, LLC; and its investment
bankers are Stifel, Nicolaus & Company and Peter J. Solomon
Company. Aside from Nixon peabody, Pepper Hamilton LLP has been
hired as bankruptcy and restructuring counsel. Charles D. Moore
of Conway MacKenzie, Inc., serves as chief restructuring officer.
Kurtzman Carson & Consultants LLC serves as claims and notice
agent.
Cynergy Data said that it had assets of $109,546,132 against debts
of $186,183,032 as of June 30, 2009.
Cynergy Data filed for Chapter 11 to complete the sale of all of
its assets to Cynergy Holdings, LLC, an affiliate of The
ComVest Group, which will serve as stalking horse bidder in an
auction.
DALLEK INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Dallek Inc.
269 Madison Avenue
New York, NY 10016
Bankruptcy Case No.: 09-15648
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: James M. Peck
Debtor's Counsel: Ralph R. Hochberg, Esq.
Platzer Swergold Karlin Levine Goldberg
1065 Avenue of the Americas
New York, NY 10018
Tel: (212) 593-3000
Fax: (212) 593-0353
Email: RHochberg@platzerlaw.com
Sherri D. Lydell, Esq.
Platzer, Swergold, Karlin, Levine
Goldberg & Jaslow, LLP
1065 Avenue of the Americas, 18th Floor
New York, NY 10018
Tel: (212) 593-3000
Fax: (212) 593-0353
Email: slydell@platzerlaw.com
Teresa Sadutto-Carley, Esq.
Platzer, Swergold, Karlan, Levine,
Goldberg & Jaslow, LLP
1065 Avenue of the Americas, 18th Floor
New York, NY 10018
Tel: (212) 593-3000
Fax: (212) 593-0353
Email: tsadutto@platzerlaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $100,001 to $500,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by Neil Schwartzberg, president of the
Company.
DECODE GENETICS: Delivers $700,000 Promissory Note to Saga
----------------------------------------------------------
deCODE genetics, Inc., and its subsidiaries MediChem Life
Sciences, Inc., on September 11, 2009, jointly and severally
executed and delivered to Saga Investments LLC a secured
promissory note in the amount of $700,000.
The Note bears interest at the rate of 8% per annum and is payable
in full on October 11, 2009, subject to acceleration upon the
occurrence of an event of default, including failure to pay other
indebtedness, incurrence of certain other indebtedness and certain
changes in the Borrowers' usual business activities. The proceeds
of the Note will be used for working capital.
deCODE's foreign and domestic subsidiaries which are not parties
to the Note have executed and delivered to the Lender a guaranty
of the Borrowers' obligations under the Note.
To secure their obligations under the Note and the Guaranty, each
of the Borrowers and the Guarantors has executed and delivered to
the Lender a security agreement pursuant to which it granted the
Lender a security interest in all of its personal property,
tangible and intangible, now owned and later acquired, including
capital stock in subsidiaries.
Going Concern Doubt
deCODE genetics' balance sheet at June 30, 2009, showed total
assets of $69.85 million and total liabilities of $313.92 million,
resulting in a stockholders' deficit of $244.07 million. As of
June 30, 2009, the Company had cash and cash equivalents of
$3.80 million, compared to $3.70 million at Dec. 31, 2008. In
early 2009 deCODE sold its ARS for $11.3 million in cash, and in
April it signed licensing agreements with Celera Corporation under
which it received an upfront payment and will receive royalties on
sales of Celera testing products and services incorporating deCODE
genetic risk markers. deCODE states it has sufficient resources
to fund operations only into the latter half of the third quarter.
The Company is simultaneously pursuing several options to ensure
sufficient funding to take it to the execution of strategic
options that can support the near- and longer-term viability of
our core business. Regardless, deCODE's planned operations
require immediate additional liquidity substantially in excess of
the amounts, raising substantial doubt about deCODE's ability to
continue as a going concern.
In deCODE's ongoing strategic review, deCODE was evaluating and
pursuing various alternatives aimed at focusing its business and
underpinning ongoing product development and commercialization in
its core business, including the sale of some or all of deCODE's
US medicinal chemistry and structural biology units.
About deCODE Genetics
deCODE genetics Inc. (Nasdaq: DCGN) -- http://www.decode.com/--
operates as a biopharmaceutical company that applies discoveries
in human genetics to develop drugs and diagnostics for common
diseases. The Company serves pharmaceutical companies,
biotechnology firms, pharmacogenomics companies, government
institutions, universities, and other research institutions
primarily in the United States, Europe, and internationally. The
Company was founded in 1996 and is headquartered in Reykjavik,
Iceland.
DECODE GENETICS: Receives Nasdaq Delinquency Notice
---------------------------------------------------
deCODE genetics, Inc., on September 15, 2009, received a notice
from the Nasdaq Stock Market indicating that deCODE is not in
compliance with Nasdaq Listing Rule 5450(a)(1) because the closing
bid price per share for its common stock has been below $1.00 per
share for 30 consecutive business days.
In accordance with Nasdaq Listing Rules, deCODE will be provided
180 calendar days, or until March 15, 2010, to regain compliance
with the Minimum Bid Price Rule. deCODE can achieve compliance
if at any time before March 15, 2010, its common stock closes at
$1.00 per share or more for at least 10 consecutive business days.
This notification has no effect on the listing of deCODE's common
stock at this time.
If deCODE has not regained compliance by March 15, 2010, it will
receive a written notification that its common stock is subject to
delisting. At that time, deCODE may appeal the determination to a
Nasdaq Hearings Panel. If deCODE cannot meet the requirements for
continued listing on The Nasdaq Global Market, it will consider
whether to apply to transfer its common stock to The Nasdaq
Capital Market.
Going Concern Doubt
deCODE genetics' balance sheet at June 30, 2009, showed total
assets of $69.85 million and total liabilities of $313.92 million,
resulting in a stockholders' deficit of $244.07 million. As of
June 30, 2009, the Company had cash and cash equivalents of
$3.80 million, compared to $3.70 million at Dec. 31, 2008. In
early 2009 deCODE sold its ARS for $11.3 million in cash, and in
April it signed licensing agreements with Celera Corporation under
which it received an upfront payment and will receive royalties on
sales of Celera testing products and services incorporating deCODE
genetic risk markers. deCODE states it has sufficient resources
to fund operations only into the latter half of the third quarter.
The Company is simultaneously pursuing several options to ensure
sufficient funding to take it to the execution of strategic
options that can support the near- and longer-term viability of
our core business. Regardless, deCODE's planned operations
require immediate additional liquidity substantially in excess of
the amounts, raising substantial doubt about deCODE's ability to
continue as a going concern.
In deCODE's ongoing strategic review, deCODE was evaluating and
pursuing various alternatives aimed at focusing its business and
underpinning ongoing product development and commercialization in
its core business, including the sale of some or all of deCODE's
US medicinal chemistry and structural biology units.
About deCODE Genetics
deCODE genetics Inc. (Nasdaq: DCGN) -- http://www.decode.com/--
operates as a biopharmaceutical company that applies discoveries
in human genetics to develop drugs and diagnostics for common
diseases. The Company serves pharmaceutical companies,
biotechnology firms, pharmacogenomics companies, government
institutions, universities, and other research institutions
primarily in the United States, Europe, and internationally. The
Company was founded in 1996 and is headquartered in Reykjavik,
Iceland.
DELPHI CORP: Court OKs Sale of Interest in PBR Joint Venture
------------------------------------------------------------
PBR Automotive Knoxville Inc. and PBR Automotive Tennessee Inc.
formed a joint venture called PBR Automotive USA L.L.C. pursuant
to a Limited Liability Company Agreement. PBR Automotive
Knoxville Inc. owned 51% of the joint venture, while PBR
Automotive Tennessee Inc. owned the remaining 49%. PBR
Automotive Knoxville Inc. changed its name to PBR Tennessee Inc.
By May 1999, Delphi Automotive Systems Tennessee, Inc., or DAST
acquired PBR Automotive Tennessee Inc.'s 49% and has continued to
own such interest.
The LLC Agreement allows each member of the joint venture to
participate in managing the company. The joint venture is
primarily financed through member contributions, cash flow from
operations, and a recent loan provided by Robert Bosch Finance
LLC, an affiliate of Robert Bosch LLC. The LLC Agreement also
contains a prohibition on the transfer of membership interests,
and DAST and PBR Tennessee are generally restricted from
transferring their membership interests without the other
member's consent.
Accordingly, the Debtors sought and obtained approval for DAST's
entry into an letter agreement dated July 30, 2009, with Bosch.
The Letter Agreement provides that DAST will sell its 49%
membership interest to Bosch, an affiliate of PBR Tennessee, free
and clear of all liens, for $1.75 million.
The Letter Agreement also provides that the period for repayment
of amounts owing under the Joint Venture Loan would continue
until the earlier of the closing of the sale under the Agreement
or August 31, 2009. Bosch may extend the closing deadline under
certain circumstances up to September 15, 2009. Moreover, PBR
Knoxville, a related PBR entity, and PBR Tennessee and the
Debtors entered into stipulations resolving the PBR parties'
proofs of claim.
John Wm. Butler, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Chicago, Illinois, notes that the continued ownership of
the Membership Interest would potentially require DAST to make
further capital investments in PBR Knoxville under the LLC
Agreement. Moreover, the Debtors have ascertained in connection
with their Transformation Plan that the manufacture of brake
parts as those produced by the joint venture is no longer a core
business. In light of the potential restrictions on transfer of
the Membership Interest, an August 31, 2009 expiration of the
period for repayment of amounts outstanding under the Joint
Venture Loan, and the fact that there is no ready market for the
Membership Interests, DAST believes that it has sound business
reason for entering into the Letter Agreement and consummating
the sale of its Membership Interest to Bosch.
About Delphi Corp
Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies. Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications. Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.
The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors. As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.
The Court confirmed Delphi's plan on January 25, 2008. The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.
At the end of July 2009, Delphi obtained confirmation of a revised
plan, build upon a sale of the assets to a entity formed by some
of the lenders who provided $4 billion of debtor-in-possession
financing, and General Motors Company.
Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
DEVELOPERS DIVERSIFIED: Provides Update on De-Leveraging Plan
-------------------------------------------------------------
Developers Diversified Realty announced progress on de-leveraging
initiatives and provides these updates on recent company
activities:
-- Equity sale to Otto Family
The second tranche of 15 million common shares was sold to
the Otto family for $60 million on September 18, 2009,
completing the transaction announced in February 2009 to
sell 30 million shares to the Otto Family. An additional
1.8 million common shares were also issued, representing
dividends paid since the date of the agreement. Warrants
for an additional five million common shares were issued
at the time of closing at $6.00 per share as per the
agreement. The warrants, aggregating 10 million in total,
may be exercised at the discretion of the Otto Family any
time within five years of issuance.
-- New director appointment
In conjunction with the closing of the second tranche of
equity, the Company's Board of Directors elected Dr.
Thomas Finne as a new director. Dr. Finne was appointed
to the Dividend Declaration Committee. The Board of
Directors now consists of 11 members, four of whom (Dr.
Thomas Finne, Mr. James Boland, Mr. Daniel Hurwitz and Dr.
Volker Kraft) have joined the Board in the past six
months.
-- Equity issuance
Between August 10 and September 17, the Company sold
approximately 18.4 million common shares for approximately
$157 million through the common equity program established
through BNY Mellon Capital Markets, LLC, completing the
$200 million program established in late 2008.
-- Asset sales
Year to date, the Company has generated over $439 million
in gross proceeds from asset sales, $260 million of which
closed during the third quarter. In conjunction with the
sales this year, $151 million of mortgage debt was
eliminated. The Company's share of proceeds year to date
is $289 million gross and $230 million net of mortgage
debt eliminated. The Company has an additional
$192 million of assets under contract for sale or subject
to letter of intent, most of which are expected to close
in 2009.
-- Senior unsecured note purchases
In addition to the tender offers for unsecured notes that
retired $250 million aggregate principal amount of debt on
September 14 and 17, the Company purchased $38.7 million
of its convertible senior unsecured notes in the third
quarter at a weighted average 84% of par. Including the
notes tendered in the tender offer and notes bought on the
open market, the total discount to par achieved was
approximately $28 million for the third quarter and
approximately $164 million year to date.
-- Macquarie DDR Trust joint venture
The Company has liquidated its entire equity interest in
Macquarie DDR Trust (ASX: MDT). In addition, the Company
anticipates that the redemption of its interest in the DDR
Macquarie Fund in exchange for 100% ownership in three
assets will occur early in the fourth quarter, subject to
the receipt of approvals from MDT unitholders. Once the
redemption is complete, the Company will no longer share
in over $1 billion of mortgage debt owed by the DDR
Macquarie Fund.
-- Mortgage financing
The Company continues to make progress on two large
mortgage financings, each secured by a pool of assets, and
now expects that if both were completed, proceeds would
exceed the original guidance of $600 million. The Company
expects to close on the first new mortgage loan of
approximately $400 million early in the fourth quarter.
The Company is working to structure a large portion of the
loans to be TALF-eligible.
-- Operating FFO guidance lowered
As a result of these transactions that have reduced
leverage well in excess of prior guidance, the Company has
lowered 2009 operational guidance, excluding certain non-
recurring and one-time items, to $1.90-$2.00 per share
from $2.00-$2.15 per share.
David Oakes, Senior Executive Vice President of Finance and Chief
Investment Officer, commented, "The above transactions and
financings represent our continued commitment to improve
liquidity, lower leverage and simplify our structure. We are
pleased by what we have accomplished thus far in 2009 and we look
forward to continuing to execute upon the capital plan that we
have previously outlined."
The Company periodically evaluates opportunities to issue and sell
additional debt or equity and purchase, refinance or otherwise
restructure debt for strategic reasons or to further strengthen
the financial position of the Company, and anticipates continuing
to utilize a combination of these capital initiatives to achieve
its goals of deleveraging and enhancing liquidity.
As reported by the Troubled Company Reporter, Developers
Diversified in August 2009 commenced three separate offers to
purchase for cash these series of Notes for an aggregate
consideration of $200 million for the maximum aggregate principal
amount of its:
(1) 5% Notes due 2010 and 4.625% Notes due 2010 available
for $70,000,000 (excluding accrued interest and subject
to increase);
(2) 5.25% Notes due 2011 and 5.375% Notes due 2012 available
for $90,000,000 (excluding accrued interest and subject
to increase); and
(3) 5.50% Notes due 2015 and 7.50% Notes due 2018 available
for $40,000,000
In each of the offers to purchase, the price was to be determined
in accordance with a modified Dutch auction procedure. The
Company has proposed to pay up to 80 cents to 99 cents on the
dollar for each $1,000 principal amount of Notes that are accepted
for purchase.
The TCR said August 25 that Standard & Poor's Ratings Services
lowered its rating on Developers Diversified's unsecured debt to
'BB' from 'BB+'. At the same time, S&P revised its recovery
rating to '3' from '2', indicating S&P's expectation of a lower,
but still meaningful, recovery (50%-70%) in the event of a payment
default. In addition, S&P affirmed its 'BB' corporate credit
rating on DDR and S&P's 'B' rating on the company's preferred
stock. S&P's outlook on DDR remains negative. The '3' recovery
rating affects $1.8 billion of rated senior unsecured notes
currently outstanding and reflects S&P's practice of assigning
recovery ratings to all debt with a speculative-grade rating.
"The ratings and outlook reflect S&P's continued concern that DDR
will face challenges with improving its currently constrained
liquidity position and reducing its still-high leverage before its
meaningful debt maturities in 2011 and 2012, when roughly 60% of
the company's consolidated debt comes due, including its credit
facility," said Standard & Poor's credit analyst Elizabeth
Campbell. "Even following its recent equity and debt capital
raises, the company remains highly reliant on asset sales and
monetizations, including a potential TALF financing, to raise
capital."
Developers Diversified -- http://www.ddr.com/-- as of June 30,
2009 owned and managed approximately 690 retail operating and
development properties in 45 states, plus Puerto Rico, Brazil and
Canada totaling approximately 151 million square feet. The
Company is a self-administered and self-managed real estate
investment trust operating as a fully integrated real estate
company which acquires, develops and leases shopping centers.
DOLE FOOD: Moody's Affirms 'B2' Rating on $310 Mil. 3rd Lien Notes
------------------------------------------------------------------
Moody's Investors Service affirmed the B2 rating on the proposed
new $310 million 3rd lien Notes due 2016 to be issued by Dole Food
Company, Inc., under Rule 144a. Moody's affirmed the company's
other ratings, including its B3 probability of default rating and
its B2 corporate family rating. The affirmations are based on
Dole's continued solid operating performance, this proposed action
to refinance a material portion of a June 2010 bond maturity, and
the planned elimination of non-recourse obligations at an
affiliate guarantor. The rating outlook remains stable.
Ratings affirmed:
Dole Food Company, Inc.:
* New $310 million (originally rated at $325 million) senior
secured 3rd lien Notes due 2016 to be issued under Rule 144a at
B2 (LGD3,37%)
* Corporate family rating at B2
* Probability of default rating at B3
* Senior secured term loan B at Ba2 (LGD1,9%)
* Senior secured prefunded letter of credit facility, also
available to Solvest, to Ba2 (LGD1,9%)
* $349.9 million senior secured 3rd lien notes due 2014 at B2
(LGD3,37%)
* Senior unsecured notes at Caa1 (LGD5,76%)
Solvest Ltd.
* Senior secured term loan C at Ba2 (LGD1,9%)
Ratings withdrawn (shelf no longer effective):
Dole Food Company, Inc
* Senior unsecured shelf, senior subordinated shelf and junior
subordinated shelf at (P)Caa2 (LGD6,92%)
The net proceeds of the new $310 million 3rd lien Notes will
refinance a material portion of the remaining $363 million
outstanding bond due in June 2010. This will leave a modest
amount for Dole to repay. Like the 3rd lien Notes issued in
March, the new Notes will be secured by a 3rd lien on the domestic
assets that are pledged to the ABL and to the domestic term loans.
The ABL retains a first lien on domestic cash, receivables and
inventory, and a second lien on the assets that secure the Term
Loan B and prefunded letter of credit facility. The Term Loan B
and prefunded letter of credit facility retain a first lien on the
majority of Dole's domestic assets, except certain principal
properties, and a second lien on the ABL collateral. The 3rd lien
Notes will be guaranteed on a senior subordinated basis by the
domestic subsidiaries that guarantee Dole's domestic bank
facilities.
Improved operating margins and debt reductions from asset sales
have reduced leverage, with debt to EBITDA dropping from 9.4 times
at the end of fiscal 2006 to 5.7 times for the twelve months ended
June 20, 2009. Reported EBITDA rose from $309 million in fiscal
2007 to $446 million over the last twelve months. Asset sales
proceeds, with the exception of $100 million annually that can be
reinvested in the business, must be applied to repay senior
secured debt. Dole owns attractive assets, such as land in
Hawaii, some of which are carried at historical values. The
company is monetizing non-core assets to further reduce leverage.
Dole's ultimate parent and another affiliate have incurred debt
that is non-recourse to Dole -- $115 million due March 2010 and
$90 million due December 2009, respectively. While these debts
are non-recourse to Dole, a default under either would trigger a
cross default to Dole's senior secured bank facilities. For this
reason, Moody's includes this non-recourse debt in Dole's adjusted
leverage. Moody's anticipates that Dole will repay approximately
$85 million of the $115 million debt with a portion of IPO
proceeds. The remaining $30 million of the $115 million will be
transferred by Dole to another affiliate of Dole's majority owner.
The $90 million debt will be repaid by Dole's majority owner with
proceeds from a newly formed Trust separate from Dole. At the
conclusion of these transactions, among others, the possibility of
cross default from affiliate debt to Dole's senior secured credit
agreements will have been eliminated.
Moody's most recent rating action for Dole on August 17, 2009,
assigned a B2 rating to this proposed new 3rd lien notes, affirmed
the B2 rating on the company's existing 3rd lien Notes, and
upgraded the company's other ratings. The rating outlook remained
stable.
Headquartered in Westlake Village, California, Dole Food Company,
Inc., is the world's largest producer of fresh fruit, fresh
vegetables and value-added fruits and vegetables. Sales for the
twelve months ended June 20, 2009 were approximately $7.6 billion.
DOLE FOOD: S&P Assigns 'B-' Rating on $315 Mil. Junior-Lien Notes
-----------------------------------------------------------------
On Sept. 18, 2009, Standard & Poor's Ratings Services assigned its
issue-level and recovery ratings to Dole Food Co. Inc.'s proposed
$315 million junior-lien senior secured notes due 2016. The notes
are rated 'B-' (the same as the corporate credit rating), and the
recovery rating is '3', indicating S&P's expectation of meaningful
(50% to 70%) recovery in the event of a payment default. Dole
will use the net proceeds from the issuance to redeem its
$363 million unsecured notes due June 2010, at par, and pay
related fees, premiums, and expenses.
At the same time, Standard & Poor's lowered its issue rating on
Dole's existing unsecured debt to 'CCC+' (one notch lower than the
corporate credit rating) from 'B-'. S&P revised the recovery
rating on this debt to '5', indicating S&P's expectation for
modest (10%-30%) recovery in the event of a payment default, from
'4'. This change in the recovery rating reflects the increase in
secured debt ranking ahead of the unsecured debt, due to the
proposed new senior secured notes issue.
As of June 20, 2009, Dole had about $2 billion of debt
outstanding.
The ratings on Westlake Village, California-based Dole Food Co.
Inc. reflect its highly leveraged financial profile and
participation in the competitive, commodity-oriented, and volatile
fresh produce industry, which is subject to seasonality, as well
as political and economic risks. The company has upcoming debt
maturities in 2010 and 2011.
The outlook on the corporate credit rating is developing. Dole
has improved its operating performance in the year to date period
of 2009, and credit metrics have strengthened. S&P expects the
company to continue to improve performance and reduce leverage.
S&P could upgrade Dole following the successful refinancing of its
June 2010 $363 million debt maturity (which S&P expects to occur
following this note offering), other near-term liquidity events
are resolved, and improved operating performance trends are
sustained. Although the company plans to repay the 2010 notes
with proceeds from this note offering, other liquidity events
include a $115 million loan at the parent (DHM Holding Co. Inc.)
due on March 3, 2010, and a $90 million loan at an affiliate due
on Dec. 23, 2009. If those maturities are not successfully
addressed, the $115 million loan would result in a cross-default
and cross-acceleration to Dole, and the $90 million loan could
lead to a cross-default to Dole. Dole has filed an amended S-1 on
Sept. 18, 2009, for a potential IPO of up to $500 million, with
net proceeds to repay debt. As part of the planned IPO, Dole
expects certain actions to be taken that would resolve the cross-
default issues under the loans.
S&P could lower the ratings if Dole does not address its upcoming
maturities on a timely basis, if other near-term liquidity events
are not successfully resolved, operating performance declines,
and/or covenant cushion becomes weak.
Ratings List
Dole Food Co. Inc.
Corporate credit rating B-/Developing/--
New Rating
$315 mil junior lien sr secd notes due 2016
Senior secured debt rating B-
Recovery rating 3
Rating Lowered
To From
-- ----
Unsecured debt rating CCC+ B-
Recovery rating 5 4
DOMINO'S PIZZA: Registers Shares Under Employee Plans
-----------------------------------------------------
Domino's Pizza, Inc., filed with the Securities and Exchange
Commission:
-- a Registration Statement to register 2,000,000 additional
shares of common stock to be offered pursuant to the
Domino's Pizza 401(k) Savings Plan. A registration
statement on Form S-8 (No. 333-121830), filed January 4,
2005, to register 1,000,000 shares of common stock offered
pursuant to the Plan is currently effective.
See http://ResearchArchives.com/t/s?452b
-- a Registration Statement to register 10,000,000 additional
shares of common stock to be offered pursuant to the
Domino's Pizza 2004 Equity Incentive Plan, as amended. A
registration statement on Form S-8 (No. 333-121923), filed
January 10, 2005, to register 5,600,000 shares of common
stock offered pursuant to the Plan is currently effective.
See http://ResearchArchives.com/t/s?452c
Headquartered in Ann Arbor, Michigan, Domino's Pizza Inc. is the
number one pizza delivery company in the United States and has a
leading international presence. The Company operates through a
network of Company-owned stores, all of which are in the United
States, and franchise stores located in all 50 states and in more
than 60 countries. In addition, Domino's Pizza operates regional
dough manufacturing and supply chain centers in the United States
and Canada.
As at June 14, 2009, the Company had $461.9 million in total
assets; $158.8 million in total current liabilities and
$1.67 billion in total long-term liabilities, resulting in
$1.37 billion in stockholders' deficit.
DONNA FOOTE: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Donna L. Foote
18 Kings Lane
Essex, CT 06426
Bankruptcy Case No.: 09-32570
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
District of Connecticut (New Haven)
Judge: Lorraine Murphy Weil
Debtor's Counsel: Gail S. Kotowski, Esq.
397 Church Street
P.O. Box 37
Guilford, CT 06437
Tel: (203) 453-6030
Fax: (203) 458-6981
Email: atty.kotowski@cshore.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of Ms. Foote's petition, including a list of her
11 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/ctb09-32570.pdf
The petition was signed by Ms. Foote.
E*TRADE FINANCIAL: Citadel et al. Disclose Equity Stake
-------------------------------------------------------
Citadel Limited Partnership; Citadel Investment Group, L.L.C.;
Kenneth Griffin; Citadel Equity Fund Ltd.; Citadel Securities LLC;
Citadel Derivatives Trading Ltd.; Citadel Advisors LLC; Wingate
Capital Ltd.; Citadel Holdings I LP; Citadel Holdings II LP;
Citadel Investment Group II, L.L.C., disclose holding 166,183,569
shares or roughly 10.8% of the common stock of E*TRADE Financial
Corporation as of September 17, 2009.
On August 25, 2009, CEF exchanged roughly $800 million face amount
of Springing Lien Notes and roughly $230 million face amount of
the 8% Notes for a like face amount of Class A Debentures. On
September 15, 2009, Citadel et al. sold roughly $754 million face
amount of the Springing Lien Notes and $50 million face amount of
the 7.875% Notes in privately negotiated transactions for cash.
On September 17, 2009, Citadel et al. sold roughly $46.6 million
face amount of the 7.875% Notes in a privately negotiated
transaction for cash. Following these transactions, as of
September 17, 2009, Citadel et al. owned roughly $1.030 billion
face amount of the Class A Debentures, no 7.375% Notes, no 7.875%
Notes, no 8% Notes and no Springing Lien Notes.
About E*TRADE FINANCIAL
The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides
financial services including trading, investing and related
banking products and services to retail investors. Securities
products and services are offered by E*TRADE Securities LLC
(Member FINRA/SIPC). Bank products and services are offered by
E*TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.
* * *
The Company's current senior debt ratings are Caa3 by Moody's
Investor Service, CC/CCC-(3) by Standard & Poor's and B (high) by
Dominion Bond Rating Service. The Company's long-term deposit
ratings are Ba3 by Moody's Investor Service, CCC+ (developing) by
Standard & Poor's and BB by DBRS.
EARTHWISE TECHNOLOGIES: Case Summary & 3 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: EarthWise Technologies Inc.
18324 Cook Road, Suite 5
Yelm, WA 98597
Bankruptcy Case No.: 09-46902
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
Western District of Washington (Tacoma)
Judge: Paul B. Snyder
Debtor's Counsel: Timothy W. Dore, Esq.
Ryan Swanson & Cleveland PLLC
1201 3rd Ave, Ste. 3400
Seattle, WA 98101-3034
Tel: (206) 464-4224
Email: dore@ryanlaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $10,000,001 to $50,000,000
According to the schedules, the Company has assets of at least
$9,645,329, and total debts of $10,218,792.
A full-text copy of the Debtor's petition, including a list of its
3 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/wawb09-46902.pdf
The petition was signed by Brooke C. Foster, corporate secretary
and VP of Operations of the Company.
EASTMAN KODAK: Fitch Affirms Issuer Default Rating at 'B-'
----------------------------------------------------------
Fitch Ratings has revised Eastman Kodak Company's Rating Outlook
to Stable from Negative and affirmed the ratings subsequent to the
company's disclosure of $700 million of anticipated gross proceeds
from debt issued via private placements. Fitch has affirmed
Kodak's ratings:
-- Issuer Default Rating at 'B-';
-- Senior secured revolving credit facility at 'BB-/RR1';
-- Senior unsecured debt at 'B-/RR4'.
Fitch expects to rate the company's proposed $400 million
unsecured convertible note 'B-/RR4'.
The Stable Outlook reflects Kodak's improved near-term liquidity
and financial flexibility, assuming the company completes the debt
offerings as proposed and utilizes a portion of the proceeds to
tender for $575 million of convertible senior unsecured notes at
par, which mature in 2033, although Fitch expects these notes will
be put to the company in 2010. Although Fitch anticipates Kodak
to generate cash in the second half of 2009 due to the seasonality
of the company's free cash flow profile, full-year 2009 cash usage
is expected to approximate $300 million-$400 million, with further
cash usage in the first half of 2010. As a result, a successful
tender of the putable notes partially alleviates Fitch's liquidity
concerns, given the company's $1.2 billion pro forma cash position
and minimal debt maturities of approximately $40 million -
$50 million through 2013, with the next significant maturity,
consisting of $500 million of notes, occurring in 2013.
Kodak intends to obtain $700 million of debt financing, including
i) $300 million of notes due 2017 from Kohlberg Kravis & Roberts
Co. L.P. (KKR), which will be secured by a second lien on the
collateral that secures the revolving credit RCF, and which will
pay 10.0% cash interest and 0.5% PIK interest; and ii) a
$400 million 7.0% convertible senior unsecured note due 2017.
Residual proceeds after the tender offer will be used for general
corporate purposes. KKR will also receive warrants to purchase
40 million shares of Kodak stock, which represents 14.9% of the
current shares outstanding.
Liquidity on June 30, 2009, consisted of approximately
$1.1 billion of cash and cash equivalents and an undrawn asset-
based $500 million senior secured RCF (approximately $131 million
letters of credit outstanding). The capacity is based on the
company's borrowing base consisting of designated percentages of
eligible receivables, inventory, real property and equipment.
Financial covenants under the amended facility include a minimum
$250 million of U.S.-based cash, as well as a minimum 1.1 times
(x) fixed charge coverage ratio in the event that excess
availability is below $100 million. As of June 30, 2009,
approximately 25% of RCF capacity matures in October 2010, with
the remainder maturing in March 2012.
The ratings continue to reflect these:
-- Expectations for significant top-line and operating profit
deterioration in all of Kodak's businesses through at least
2009 due primarily to the global economic downturn.
-- Fitch's belief that growth and margin expansion in Kodak's
digital businesses necessary to offset the rapid secular
decline in the high margin traditional film business will
remain challenging.
-- Fitch's expectations that the company will not generate
positive annual free cash flow until 2011 due to lower
revenue and operating profit and cash restructuring payments.
-- As anticipated, credit metrics weakened significantly in the
first half of 2009 due to profitability declines, and Fitch
expects moderate further weakening in the second half due
largely to incremental debt associated with the transaction
and increased interest expense. Fitch estimates leverage
(total debt/operating EBITDA) was 4.6x at June 30, 2009,
compared with 2.5x at year-end 2008. Interest coverage
(operating EBITDA/ gross interest expense) declined to 2.7x
from 4.7x in the same period.
Negative rating actions could occur if:
-- The announced transactions do not close as planned.
-- Free cash flow over the next several quarters is
significantly below Fitch's expectations, resulting in a
substantial reduction in cash balances;
-- Kodak's financial results deteriorate beyond Fitch's
expectations.
Positive ratings actions could occur if:
-- Kodak experiences a return to top line growth and ongoing
annual free cash flow generation.
Pro forma for the transaction, Fitch estimates total debt of
approximately $1.4 billion at June 30, consisting primarily of:
i) $500 million senior notes due 2013; ii) $300 million second-
lien secured notes due 2017; and iii) $400 million unsecured
convertible notes due 2017, and iv) approximately $200 million of
various term notes with maturities between 2006-2013.
The Recovery Ratings reflect Fitch's belief that Kodak's
enterprise value would be maximized in a liquidation, rather than
a going-concern, scenario. In estimating liquidation, Fitch
applies advance rates of 80%, 20%, and 10% to Kodak's accounts
receivables, inventories, and property, plant, and equipment
balances, respectively. Fitch arrives at an adjusted
reorganization value of $1.3 billion after subtracting
administrative claims. Based upon these assumptions, the 'RR1'
for Kodak's secured bank facility reflects Fitch's belief that
100% recovery is realistic. Pro forma for the new second lien and
unsecured debt, Fitch estimates that the unsecured debt would
recover between 31%-50% of its value after the second-lien secured
notes were repaid. This supports the 'RR4' for the senior
unsecured debt.
EASTMAN KODAK: S&P Downgrades Issue-Level Rating to 'CCC'
---------------------------------------------------------
On Sept. 18, 2009, Standard & Poor's Ratings Services revised its
recovery rating on Eastman Kodak Co.'s senior unsecured debt to
'6', indicating S&P's expectation of negligible (0% to 10%)
recovery in the event of a payment default, from '5'. S&P lowered
the issue-level rating to 'CCC' (two notches lower than the 'B-'
corporate credit rating on the company) from 'CCC+', in accordance
with S&P's notching criteria for a '6' recovery rating.
On Sept. 16, Eastman Kodak announced that it expects to raise up
to $700 million of debt through a series of financing
transactions. The proposed financing will include $400 million of
convertible senior notes due 2017 and a private placement of up to
$300 million of senior secured second-lien notes due 2017 (both
unrated). S&P expects net proceeds to be used to repurchase the
company's existing 3.375% convertible senior notes due 2033 and
for general corporate purposes.
The revision of the recovery rating reflects an increase in S&P's
estimation of secured debt outstanding at default and S&P's
expectation of negligible recovery for unsecured debt after
accounting for the company's senior secured asset-based revolving
credit facility (unrated) and the proposed second-lien notes.
The corporate credit rating on Eastman Kodak is 'B-' and the
rating outlook is negative. The rating reflects S&P's concern
about the company's earnings and cash flow prospects. This
concern is based on the ongoing and rapid deterioration of Kodak's
traditional consumer imaging business, the unproven long-term
profit potential of its consumer digital imaging businesses,
longer-term potential for a decline in its entertainment imaging
businesses, significant discretionary cash flow deficits,
vulnerability to economic pressures, and its leveraged financial
profile.
Ratings List
Eastman Kodak Co.
Corporate Credit Rating B-/Negative/--
Revised Ratings
Eastman Kodak Co.
To From
-- ----
Unsecured CCC CCC+
Recovery Rating 6 5
EASY STREET: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Jay Hamburger at The Park Record reports that three Sky Lodge-
related business entities, using their Easy Street Holding, LLC
umbrella moniker, have filed for Chapter 11 bankruptcy protection
as they try to resolve a $5.6 million dispute with lender BayNorth
Realty Fund VI.
According to court documents, The Sky Lodge seeks the return of
the $5.6 million from BayNorth Realty and other damages. The Park
Record states that the money came from sales proceeds at the Sky
Lodge. Court documents say that another lender, West LB AG,
mistakenly authorized the $5.6 million payment on February 15,
2009. The Sky Lodge and West LB have demanded the return of the
money, but BayNorth Realty refused to give it back.
Court documents say that West LB claims that it wasn't paid
$4.9 million owed by the Sky Lodge, claiming that the company has
defaulted on the agreement. West LB said in court documents that
it froze two accounts totaling more than $3.2 million that were
used to pay contractor and professional bills.
The Park Record relates that Joe Wrona, one of the Sky Lodge's
lawyers, said that without that money, the Sky Lodge has been
unable to pay some of its contractors in full, resulting in them
filing liens against the property. According to court documents,
the general contractor filed on September 8 to foreclose on its
lien. The liens have kept the Sky Lodge from making sales.
According to The Park Record, The Sky Lodge claims that BayNorth
Realty refused to return the money to let it foreclose on its
interests and "ultimately take control of the Sky Lodge" after the
Easy Street side developed the property.
Park City, Utah-based Easy Street Holding, LLC, and its affiliates
filed for Chapter 11 bankruptcy protection on September 14, 2009
(Bankr. D. Utah Case No. 09-29905). Steven J. McCardell, Esq., at
Durham Jones & Pinegar assists Easy Street in its restructuring
efforts. Easy Street listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.
ENERGY PARTNERS: Exits Chapter 11 with $70MM GECC Facility
----------------------------------------------------------
Energy Partners, Ltd., said its Second Amended Joint Plan of
Reorganization as modified as of September 16, 2009, filed with
the United States Bankruptcy Court for the Southern District of
Texas, became effective September 21, marking EPL's emergence from
its voluntary Chapter 11 restructuring.
EPL also said it has entered into a $70 million credit facility
led by General Electric Capital Corporation that will be
immediately available to provide the Company with additional
operating liquidity.
The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas approved Energy Partners Ltd.'s modified version
of a second amended joint plan of reorganization after ruling that
the Company's recent tweaks to the plan were minor in nature and
should not affect its earlier confirmation, according to Law360.
"Energy Partners [has] reached the final milestone in what has
been a very deliberate and successful financial restructuring,"
said Alan D. Bell, Chief Restructuring Officer. "By converting a
substantial amount of our debt to equity, we emerge from Chapter
11 with a much-improved capital structure. Our enhanced financial
flexibility, including our new exit financing facility, will
position us well within our industry. We are pleased to have
completed this process so quickly through close collaboration with
our stakeholders. The completion of our financial restructuring is
a testament to the strength of our underlying business and we
appreciate the unwavering support of our employees and vendors
through this process."
The Company entered into a $70 million senior secured credit
facility with General Electric Capital Corporation as
administrative agent and two financial institutions as lenders
consisting of a $25 million term loan and a three-year revolving
credit facility with $45 million available at closing. The
Company also issued Senior Subordinated Secured PIK Notes due 2014
in an aggregate principal amount of $61.112 million pursuant to an
Indenture with The Bank of New York Mellon Trust Company, N.A., as
trustee. The Company received net proceeds of $55 million at
closing from the issuance of the Notes. At the closing, the
Company has drawn $25 million under the revolving credit facility.
In accordance with the terms of the Plan, the holders of the
Company's (i) 8.75% Senior Notes due 2010, (ii) 9.75% Senior
Unsecured Notes due 2014 and (iii) Senior Floating Notes due 2013
collectively will receive their pro rata share of 95% of the
outstanding common stock in the reorganized Company upon its
emergence from bankruptcy, and the existing stockholders in the
Company will receive the remaining 5%, in each case prior to any
issuance of shares or options under customary employee incentive
arrangements. Under the Plan, EPL will issue a total of 40 million
shares of reorganized EPL common stock.
Current stockholders will receive approximately 0.06166332 shares
of reorganized EPL common stock per share of existing common stock
held, holders of the Company's 8.75% Senior Notes due 2010 will
receive approximately 82.04816992 shares of reorganized EPL common
stock per $1,000 in principal amount held, holders of the
Company's 9.75% Senior Unsecured Notes due 2014 will receive
approximately 84.55394278 shares of reorganized EPL common stock
for each $1,000 in principal amount held and holders of the
Company's Senior Floating Notes due 2013 will receive
approximately 81.76345569 shares of reorganized EPL common stock
per $1,000 in principal amount held.
The reorganized EPL common stock will trade on the New York Stock
Exchange under the ticker symbol EPL, and the Company anticipates
that the reorganized common stock will begin trading later this
week. In addition to the 40 million shares to be issued under the
Plan, EPL has reserved 1.237 million shares for issuance pursuant
to the terms of its 2009 Long Term Incentive Plan.
In accordance with the terms set forth in the Plan, unsecured
creditors are to be paid in full for all allowed prepetition
obligations in cash. The Company anticipates making these
payments to unsecured creditors shortly.
EPL has also satisfied its obligations to the Minerals Management
Service, due upon its emergence from bankruptcy. As a result, the
MMS' March 23, 2009 order has been rescinded and the Company is in
the process of restoring production at the federal portion of its
East Bay field.
In conjunction with its emergence from Chapter 11, EPL appointed a
new Chief Executive Officer and Board of Directors effective
immediately.
About Energy Partners Ltd.
Based in New Orleans, Louisiana, Energy Partners, Ltd., (Pink
Sheets: ERPL.PK) is an independent oil and natural gas exploration
and production company. The Company had interests in 24 producing
fields, six fields under development and one property on which
drilling operations were then being conducted, all of which are
located in the Gulf of Mexico Region.
Energy Partners, Ltd., and its affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. S.D. Tex. Lead Case No. 09-32957). Paul E.
Heath, Esq., at Vinson & Elkins LLP, represents the Debtors in
their restructuring effort. The Debtors also tapped Parkman
Whaling LLC as financial advisor. The Debtors' financial
condition as of December 31, 2008, showed total assets of
$770,445,000 and total debts of $708,370,000.
ENERGY PARTNERS: Appoints 5 Members to Board; Hanna Named CEO
-------------------------------------------------------------
Energy Partners, Ltd., said, in connection with the Company's
emergence from bankruptcy, five individuals have been appointed to
serve as the Company's Board of Directors, effective immediately.
In addition, the Board has named Gary C. Hanna as EPL's Chief
Executive Officer, effective immediately.
As outlined in the Company's Second Amended Joint Plan of
Reorganization as modified as of September 16, 2009, filed with
the United States Bankruptcy Court for the Southern District of
Texas, the Board members were designated by the new equity owners
of EPL. The Board is comprised of Messrs. Charles O. Buckner,
Scott A. Griffiths, Marc McCarthy, Steven J. Pully and John F.
Schwarz. Biographies for the Board members and for Mr. Hanna are
included below.
"I speak for the entire Board when I express my excitement about
joining the team at Energy Partners," said Mr. McCarthy, the new
Chairman of EPL's Board of Directors. "I am confident in EPL's
bright future and the Board and management team are looking
forward to working to make it even stronger. We are also pleased
to welcome Gary to the Company and believe he is an excellent
addition to EPL. Gary is well respected in the industry and his
proven and versatile leadership skills make him well-suited to
lead EPL."
"I am very pleased to be joining EPL as we begin this new
chapter," said Gary C. Hanna, Chief Executive Officer. "I believe
that the Company's improved capital structure and enhanced
financial flexibility positions us well within our industry.
EPL's strong management team and dedicated employees provide a
solid platform for future growth, and I look forward to working
closely with them to achieve that goal."
Biographies
(A) Gary C. Hanna - Chief Executive Officer
Mr. Hanna has nearly 30 years of executive experience in the
energy sector. From 2008 to 2009, Mr. Hanna served as President
and Chief Executive Officer for Admiral Energy Services, a startup
company focused on the development of offshore energy services.
Mr. Hanna served in various capacities at an international oil and
gas services production company, Tetra Technologies, Inc., from
1999 to 2007. At Tetra, Mr. Hanna served in the role of Senior
Vice President. Mr. Hanna also served as President and Chief
Executive Officer for Tetra's affiliate, Maritech Resources, Inc.,
and President of Tetra Applied Technologies, Inc., another Tetra
affiliate. From 1996 to 1998, Mr. Hanna served as the President
and Chief Executive Officer for Gulfport Energy Corporation, a
public oil and gas exploration company. From 1995 to 1998, he
served as the Chief Operations Officer for DLB Oil & Gas, Inc., a
mid-continent exploration public company. From 1982 to 1995, Mr.
Hanna served as President and CEO of Hanna Oil Properties, Inc., a
company engaged in the development of mid-continent oil and gas
prospects. Mr. Hanna holds a B.B.A. in Economics from the
University of Oklahoma.
(B) Charles O. Buckner - Director
Mr. Buckner is a private investor, retired from the public
accounting firm of Ernst & Young LLP in 2002 after 35 years of
service in a variety of client service and administrative roles,
including chairmanship of Ernst & Young's United States energy
practice. Mr. Buckner is a director of Patterson-UTI Energy,
Inc., Gateway Energy Corporation, a mid-stream pipeline company,
and Boys and Girls Harbor in Houston, Texas. Mr. Buckner is a
Certified Public Accountant and holds a B.B.A. in Accounting from
the University of Texas and an M.B.A. from the University of
Houston.
(C) Scott A. Griffiths - Director
Mr. Griffiths has almost 30 years of experience in the energy
sector. Mr. Griffiths served as Senior Vice President and Chief
Operating Officer of Hydro Gulf of Mexico, L.L.C. from December
2005 to December 2006. From 2003 through December 2005, Mr.
Griffiths served as Executive Vice President and Chief Operating
Officer of Spinnaker Exploration Company. From 2002 to 2003, Mr.
Griffiths served as Senior Vice President, Worldwide Exploration
for Ocean Energy, Inc. Mr. Griffiths joined Ocean following the
1999 merger of Ocean and Seagull Energy Corporation, where he
worked beginning in 1997, serving as Vice President, Domestic
Exploration. From 1984 to 1997, Mr. Griffiths was with Global
Natural Resources, Inc., serving in a number of roles including,
Exploration Geologist, Chief Geologist and Exploration
Manager/Vice President of Exploration. Mr. Griffiths was also an
Exploration Geologist with the Shell Oil Company from 1981 to
1984. Mr. Griffiths is a director of Copano Energy, LLC. He holds
a B.S. in Geology from the University of New Mexico, an M.A. in
Geology from Indiana University and completed the Advanced
Management Program at Harvard Business School.
(D) Marc McCarthy - Director
Marc McCarthy is a Vice President and Senior Analyst at Wexford
Capital LP ("Wexford") having joined them in June 2008.
Previously, Mr. McCarthy was a Senior Managing Director at Bear
Stearns & Co., Inc. (now JP Morgan) responsible for coverage of
the international oil and gas sector within their Global Equity
Research department, having joined the firm in 1997. Prior to
that, he worked in equity research at Prudential Securities, also
following oil and gas. Mr. McCarthy is a Chartered Financial
Analyst and received a B.A. in Economics from Tufts University.
Wexford is a holder of the Company's Senior Subordinated Secured
PIK Notes and common stock interests.
(E) Steven J. Pully - Director
Mr. Pully is currently the General Counsel for Carlson Capital,
L.P., an asset management firm. Prior to joining Carlson Capital
in July 2008, Mr. Pully was a consultant, working primarily in the
asset management industry. From December 2001 to October 2007, Mr.
Pully worked for Newcastle Capital Management, L.P, an investment
partnership, where he served as President from January 2003
through October 2007. He also served as Chief Executive Officer
of New Century Equity Holdings Corp. from June 2004 through
October of 2007. Prior to joining Newcastle Capital Management,
from 2000 to 2001, Mr. Pully served as a managing director in the
investment banking department of Bank of America Securities, Inc.,
and from 1997 to 2000 he was a member of the investment banking
department of Bear Stearns & Co. where he became a senior managing
director in 1999. Mr. Pully also serves as a director of Ember
Resources, Inc., and Cano Petroleum, Inc. Mr. Pully is licensed
as an attorney and Certified Public Accountant in the state of
Texas and is also a Chartered Financial Analyst. He holds a B.S.
with honors in Accounting from Georgetown University and a J.D.
degree from the University of Texas. Carlson Capital is a holder
of the Company's Senior Subordinated Secured PIK Notes and common
stock interests.
(F) John F. Schwarz -Director
Mr. Schwarz is currently a director, president and chief executive
officer of Entech Enterprises, Inc., which holds investments and
non-operated interests in producing crude oil and natural gas
properties and leases domestically and internationally. From 1989
through 1994 Mr. Schwarz served as director, president and chief
executive officer of Energy Development Corporation, a wholly-
owned subsidiary of Public Service Enterprise Group Inc. and from
1982 to 1989 he served as director, president and chief executive
officer of CSX Oil and Gas Corporation, a wholly owned subsidiary
of CSX Corp. He has forty-eight years of experience in the oil
and gas industry. He also formerly served as a member of the
Board of Directors of Burlington Resources Inc. and NS Group,
Inc., Mr. Schwarz has a BS in Petroleum Engineering from the
University of Texas and is a Registered Professional Engineer in
the State of Texas.
About Energy Partners Ltd.
Based in New Orleans, Louisiana, Energy Partners, Ltd., (Pink
Sheets: ERPL.PK) is an independent oil and natural gas exploration
and production company. The Company had interests in 24 producing
fields, six fields under development and one property on which
drilling operations were then being conducted, all of which are
located in the Gulf of Mexico Region.
Energy Partners, Ltd., and its affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. S.D. Tex. Lead Case No. 09-32957). Paul E.
Heath, Esq., at Vinson & Elkins LLP, represents the Debtors in
their restructuring effort. The Debtors also tapped Parkman
Whaling LLC as financial advisor. The Debtors' financial
condition as of December 31, 2008, showed total assets of
$770,445,000 and total debts of $708,370,000.
ENERGYSOLUTIONS LLC: Moody's Downgrades Default Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating for EnergySolutions, LLC, to B1 from Ba3. In its rating
action, Moody's maintained EnergySolutions Speculative Grade
Liquidity Ratings overall rating of SGL-2 but changed various
component scores to reflect and anticipated performance. The
company's instrument ratings were affirmed as was the company's
Ba3 CFR.
The downgrade of EnergySolutions probability of default rating to
B1 from Ba3 reflects the decision to use a 65% recovery rating
because of the "all bank" capital structure resulting from the
reduction in the company's pension liabilities. The SGL-remains
at an SGL-2 with an internal component score change to SGL-2 from
SGL-1. All other component scores -- external at SGL-2; covenants
at SGL-2; and alternative liquidity at SGL-4 -- were not changed.
Moody's notes that failure to maintain adequate room under its
covenants could result in a change in this component score and
pressure the overall SGL rating.
The stable outlook continues to reflect the expectation of
continuing positive free cash flow generation and that this cash
flow will allow the company to improve its overall credit metrics
over the intermediate term. The outlook may change to negative if
the company were unable to maintain adequate room under its
covenants or if the company's credit metrics were to fall short of
Moody's current expectations. The outlook is not anticipated to
be changed to positive over the intermediate term in part because
of the weakness in the company's international business. Moody's
understands that the international operations weakness has
primarily resulted from currency weakness and not from operating
problems.
The last rating action was July 9, 2008, when Moody's assigned a
Ba2 rating to the existing first lien senior secured credit
facility of EnergySolutions, LLC. The corporate family rating and
the probability of default rating were assigned at Ba3. Moody's
also assigned a Speculative Grade Liquidity Rating of SGL-2 and a
stable rating outlook.
Downgrades:
Issuer: EnergySolutions, LLC
-- Probability of Default Rating, Downgraded to B1 from Ba3
Withdrawals:
Issuer: EnergySolutions, LLC
-- Senior Secured Bank Credit Facility, Withdrawn, previously
rated Ba2, LGD3, 38%
EnergySolutions, headquartered in Salt Lake City, Utah, offers
customers a full range of integrated services and solutions,
including nuclear operations, characterization, decommissioning,
decontamination, site closure, transportation, nuclear materials
management, processing, recycling, and disposition of nuclear
waste, and research and engineering services across the nuclear
fuel cycle. Total LTM revenues through June 30, 2009, were
$1.6 billion.
EQUIPMENT FINDERS OF TENN: Files for Chapter 11 Bankruptcy
----------------------------------------------------------
Equipment Finders of Tennessee, Inc., has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the Middle
District of Tennessee. WSMV.com relates that Equipment Finders
has as many as 99 creditors, including almost $80,000 owed to the
Tennessee Department of Revenue.
Equipment Finders of Tennessee, Inc., is a Nashville-based company
that rents construction equipment and has been in business since
1996.
Equipment Finders of Tennessee, Inc., filed for Chapter 11 on
Sept. 11, 2009 (Bankr. M.D. Tenn. Case No. 09-10426). William L.
Norton III, Esq., at Bradley Arant Boult Cummings LLP, represents
the Debtor in its Chapter 11 effort. According to the petition,
assets and debts are between $10,000,001 to $50,000,000.
EUROFRESH INC: To Settle Labor Dept.'s Regulations Breach Claim
---------------------------------------------------------------
Dan Sorenson at the Arizona Daily Star reports that Eurofresh Inc.
will settle a claim by the U.S. Department of Labor that alleges
that the Company violated labor regulations by paying foreign
workers more than U.S. workers.
The Department of Labor alleged that Eurofresh illegally
terminated 527 U.S. workers and gave preferential treatment to
foreign workers by offering them housing that was not offered to
U.S. workers, according to Arizona Daily.
Court documents say that Eurofresh will settle potentially more
than $6 million in fines and back-wage payments outlined in the
Department of Labor case for less than $1 million. Arizona Daily
relates that Eurofresh will pay a priority bankruptcy claim of
$690,500, plus interest, in three payments over the next two years
to settle the Department of Labor case. The report states that
the Department of Labor will have a $4.9 million unsecured claim
in the bankruptcy case, which would be fully satisfied by a
payment of $245,000 plus interest.
Eurofresh, says Arizona Daily, would deny the alleged violations.
Arizona Daily states that as agreed, the Department of Labor,
acting as a creditor of Eurofresh, would vote in favor of the
Company's Chapter 11 bankruptcy reorganization plan. A hearing on
the confirmation of Eurofresh's Chapter 11 reorganization plan is
set for September 28, Arizona Daily reports.
Arizona Daily relates that under the Plan, Eurofresh wuld be
recapitalized by its founder and chairperson, Johan van den Berg,
along with other investors, and shed millions of dollars in debt.
Headquartered in Snowflake, Arizona, Eurofresh, Inc. --
http://www.eurofresh.com/-- produces and sells tomatoes. The
Company and Eurofresh Produce Ltd., its affiliate, filed for
Chapter 11 on April 21, 2009 (Bankr. D. Ariz. Lead Case No.
09-07970). Craig D. Hansen, Esq., at Squire, Sanders & Dempsey
L.L.P. represents the Debtors in their restructuring effort.
Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed five
creditors to serve on the official committee of unsecured
creditors in the Debtors' Chapter 11 cases. the Committee
retained Stutman, Treister & Glatt P.C. as counsel, and Lewis &
Roca L.L.P. as co-counsel. The Eurofresh Inc., in its bankruptcy
petition, said it has assets worth $50 million to $100 million and
debts of $100 million to $500 million.
EVEREST HOLDINGS: Files Schedules of Assets & Liabilities
---------------------------------------------------------
Everest Holdings, LLC, and its debtor-affiliates -- 7677 East
Berry Avenue Associates LP and EDC Denver I LLC -- have filed
their schedules of assets and liabilities with the U.S. Bankruptcy
Court for the District of Colorado.
Paula Moore at Denver Business Journal reports that Everest
Holdings' financials disclosed:
-- total assets of $0.
-- total liabilities of $26.1 million, including claims of
$18.1 million and of $8 million by secured creditor
NexBank SSB, as agent.
7677 East Berry reported assets of $165 million and total debt of
$100 million at the time of its bankruptcy filing. 7677 Berry
entity filed its financials with the Court, disclosing:
-- total assets of $168.26 million, including $155.7 million
in real property and $12.55 million in personal property
(office furnishings/equipment, customer deposits, sales
tax rebates);
-- total liabilities of $116.46 million, including
$100.6 million owed to creditors with secured claims,
$161,953 owed creditors with unsecured priority claims,
and $15.67 million for creditors holding nonpriority
unsecured claims;
-- major creditors with secured claims including Hypo Real
Estate Capital ($90.66 million), FirsTier Bank
($7.03 million), and Beck Residential LLC ($2.25 million).
-- major creditors with unsecured, nonpriority claims include
NexBank SSB as agent ($11.77 million), Everest Marin LP
for legal fees owed Brownstein Hyatt Farber Schreck LLP
($662,844), Milender White Construction Co. ($479,579),
Marty Jackson ($300,000), Taylor Max LLC ($286,747), and
Uncorked LLC ($218,750).
EDC Denver I's financials disclosed:
-- $0 in total assets;
-- total liabilities of $142.93 million;
-- secured creditors hold $26.1 million in claims, and
creditors with unsecured, nonpriority creditors have
$116.83 million in claims.
-- major creditors with unsecured, nonpriority claims
(different from 7677 East Berry) including Beck
Residential LLC ($2.25 million), Goldsmith Gulch
Sanitation District ($418,391), and Environmental
Landworks Co. Inc. ($304,732).
The Debtors' bankruptcies were due to financial issues with the
project's main lender, Hypo Real Estate Capital Corp., as well as
a soft housing market that has hurt condo sales, were major
reasons for the bankruptcy filing, affiliate Everest Development
Co. President and CEO Zack Davidson said in a statement.
The Landmark -- http://www.visitthelandmark.com/-- is Denver's
premier luxury, residential, retail and entertainment development
and is located in Greenwood Village. The project includes two
high-rise residential towers, The Landmark and The Meridian, with
135 and 141 luxury condominium homes, respectively. The project's
retail development, The Village Shops at The Landmark, features
185,000 square-feet of high-end retail space, including two major
entertainment venues. The Landmark was developed by Everest
Development Company and is owned by 7677 E. Berry Avenue
Associates, LP, a single purpose entity whose General Partner, EDC
Denver I, LLC, is owned and managed by Zack Davidson, the
President and CEO of Everest Development Company.
Everest Holdings, LLC, EDC Denver I, LLC, and 7677 E. Berry Avenue
Associates, L.P. (7677), the entity that owns The Landmark and The
Meridian residential condominium towers, and The Village Shops
retail project, filed for Chapter 11 protection on August 30, 2009
(Bankr. D. Col. Lead Case No. 09-27906). Daniel J. Garfield,
Esq., and Michael J. Pankow, Esq., at Brownstein Hyatt Farber
Schreck LLP, represent the Debtors in their restructuring efforts.
Everest Holdings listed assets between $100 million and
$500 million, and debt between $50 million and $100 million in its
petition.
EXCALIBUR MACHINE: Nearing Deal to Sell Metals Operations
---------------------------------------------------------
Ryan Smith at The Meadville Tribune reports that Excalibur
Machine, Co., Inc., expects a deal to sell off metals operations
to be sealed before the end of this week.
Guy Fustine, the attorney representing the CORE Manufacturing-
affiliate company Excalibur Machine Co., declined to publicly name
the interested buyer, said that talks are ongoing, according to
The Meadville Tribune.
The Meadville Tribune states that most lenders and creditors
agreed to allow CORE time to pursue the pending sale of its metals
operations which doesn't include Sipco Inc. The report says that
the agreement gives the lenders and creditors the right to pursue
the conversion of the Company's Chapter 11 reorganization case to
Chapter 7 liquidation at their discretion.
Saegertown, Pennsylvania-based Excalibur Machine, Co., Inc., dba
Core Manufacturing, and its affiliates filed for Chapter 11
bankruptcy protection on January 31, 2009 (Bankr. W.D. Pa. Case
No. 09-10169). Guy C. Fustine, Esq., at Knox McLaughlin Gornall &
Sennett, P.C., assists Excalibur in its restructuring efforts.
Excalibur listed $1,000,001 to $10,000,000 in assets and
$1,000,001 to $10,000,000 in liabilities.
FLEXTRONICS INT'L: Fitch Gives Stable Outlook; Has 'BB+' Rating
---------------------------------------------------------------
In a special report issued, Fitch Ratings says the credit quality
of rated U.S. electronics manufacturing services issuers has
improved as companies allocated cash proceeds from recent reduced
working capital requirements toward debt reduction. Fitch's
Outlook for the sector is now Stable versus a Negative Outlook at
the beginning of the year. Fitch expects moderate revenue growth
over the intermediate term coupled with marginal improvement in
profitability to further stabilize and improve credit metrics. In
addition, liquidity remains strong for the sector with minimal
near-term maturities.
Results for the sector through the first half of 2009 were
predictably dour due to the overall economic environment but
exhibited signs of stability that the sector has been missing over
the past several years. Specifically, it appears competitors have
maintained rational behavior in regard to pricing, which when
combined with reduced overall capacity in the sector has enabled
EMS vendors to maintain margins at or above levels of early 2007
despite declines of more than 20% in revenue.
Fitch believes management teams appear to be taking a disciplined
approach to their respective balance sheets and expects only
modest share repurchases, if any, over the next year in preference
to preserving liquidity to support increased working capital
requirements once normalized revenue growth returns.
There are credit concerns however, with a focus on the potential
for pricing pressure to negatively affect profitability and cash
flow going forward. While Fitch believes pricing has remained
healthy so far through the downturn, several EMS vendors have
commented on increasing price competition in the industry. In
addition, further revenue declines could lead to additional
restructuring activity, negatively affecting cash flow for several
quarters.
Companies covered in the EMS report are:
* Celestica Inc. -- Rated 'BB-', Stable Outlook;
* Flextronics International Ltd. -- Rated 'BB+', Stable Outlook;
* Jabil Circuit, Inc. -- Rated 'BB+', Positive Outlook;
* Sanmina-SCI Corp. -- Rated 'B', Stable Outlook.
FLOWSERVE CORP: S&P Raises Corporate Credit Rating to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on Flowserve Corp. by one notch to 'BB+' from 'BB'. At the
same time, S&P raised the rating on its secured credit facility to
'BB+', the same as the corporate credit rating. The recovery
rating is '3', indicating meaningful (50% to 70%) recovery in the
event of a default. The outlook remains positive.
The ratings on Irving, Texas-based Flowserve, a manufacturer of
engineered pumps, valves, and mechanical seals, reflect the
company's satisfactory business risk profile and somewhat
significant financial risk profile. The company has mitigated
risk by resolving certain legal and investigative issues.
Management has focused on managing debt and improving internal
cash generation, resulting in better-than-expected credit metrics.
The company's end markets have been good, but there is some
uncertainty over the direction of major end markets, such as the
oil and gas and industrial markets over the intermediate term.
S&P could raise the ratings by one notch over the intermediate
term if Flowserve maintains acquisitive and financial discipline.
"We believe order rates have now stabilized, but S&P will continue
to monitor whether the recent decline in bookings may still
accelerate to the detriment of currently good profitability and
cash flow," said Standard & Poor's credit analyst John R. Sico.
S&P could raise the ratings if Flowserve appears likely to
continue to deliver funds from operations to adjusted total debt
greater than 30% and total adjusted debt to EBITDA of 2.5x to 3x.
Given its geographic and product diversity and substantial
aftermarket business, S&P believes Flowserve can maintain its
strong internal cash generation. "Management has demonstrated
financial discipline by keeping debt reduction a priority, to the
benefit of credit measures," he continued. S&P could revise the
outlook to stable if FFO to total debt declines to less than 30%.
FONTAINEBLEAU LAS VEGAS: Terms of Cash Collateral Use Opposed
-------------------------------------------------------------
Fontainebleau Las Vegas Holdings LLC and its affiliates have asked
the Bankruptcy Court to enter an order authorizing their use of
their prepetition lenders' cash collateral.
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Fontainebleau Las Vegas says it does not
object to the Debtors' use of cash collateral so that efforts to
pursue a debtor-in-possession financing or a strategic transaction
can be explored. The Creditors Committee, however, objects to the
waivers, releases, challenge deadlines and panoply of rights and
benefits afforded to the term lenders for the use of the cash
collateral. The Committee says it's a violation of local
bankruptcy rules for the lenders to prohibit the use of cash for
payment of fees to professionals for the Committee. The
Committee requests that the deadline to challenge the Term
Lenders' liens be extended for 30 days to December 15, 2009.
A group of holders of claims on account of prepetition term loans,
on the other hand, submitted an "opposition" to the Debtors'
request for continued use of cash collateral.
"In contrast to prior cash collateral orders entered by this
Court, the Debtors are now seeking authority to use the Term
Lenders' cash collateral without the consent of the entity having
an interest in the collateral," notes Michael I Goldberg, Esq., at
Akerman Senterfitt, on behalf of the Steering Group of Term
Lenders. "They propose to deplete the Term Lenders' cash
collateral by $2.9 million -- more than double the last budget --
to pay administrative expenses on a project that is only 70%
complete and without any prospect of obtaining the financing
needed to finish construction so that the project can enter a
market that has been characterized in these bankruptcy cases as in
a 'complete state of shambles.'"
Mr. Goldberg asserts that the Court cannot approve the Debtors'
use of cash collateral without the Term Lenders' consent because
the Debtors cannot provide adequate protection.
About Fontainebleau Las Vegas
Fontainebleau Las Vegas Holdings, LLC --
http://www.fontainebleau.com/-- is constructing a luxury resort,
Fontainebleu Las Vegas, on the northern end of the Las Vegas
Strip.
Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481). Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts. The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC. The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC. The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC. Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.
As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.
Bankruptcy Creditors' Service, Inc., publishes Fontainebleau
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Fontainebleau Las Vegas Holdings, LLC, and its debtor-
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
FORD MOTOR: Developing Voice-to-Text System for Drivers
-------------------------------------------------------
Keith Naughton at Bloomberg News reports that Ford Motor Co. said
it's researching a voice-to-text system for use by motorists,
after endorsing a proposed U.S. ban on texting while driving. "A
voice-recognition approach is better than bringing in a piece of
paper and unfolding a map or looking down at a mobile device," Jim
Buczkowski, Ford's director of electronics, said after a press
conference Sept. 21 in Dearborn, Michigan. "We're looking at
various combinations of accomplishing that task because it's being
asked for by consumers."
Ford, which offers the Sync voice-controlled information and
entertainment system, on Sept. 10 became the first automaker to
support the texting legislation. According to Bloomberg, the
proposal, introduced by New York Senator Charles Schumer, would
withhold 25% of U.S. highway aid from states that don't ban
writing or reading text messages on hand-held devices while
driving.
In endorsing the texting ban, Ford's vice president of government
relations Peter Lawson said the automaker wouldn't support a law
that would restrict hands-free systems such as Sync, developed
with Microsoft Corp. and introduced in 2007.
About Ford Motor
Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents. With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda. The company provides
financial services through Ford Motor Credit Company.
The Company has operations in Japan in the Asia Pacific region. In
Europe, the Company maintains a presence in Sweden, and the United
Kingdom. The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.
* * *
As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services said it raised its ratings on
Ford Motor Co. and related entities, including the corporate
credit rating, to 'CCC+' from 'SD-'. The ratings on Ford Motor
Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank
PLC, Ford Credit's European bank, are also unchanged, at 'B-',
maintaining the one-notch rating differential between FCE and its
parent Ford Credit. S&P said that the outlook on all entities is
negative.
Moody's Investors Service in December 2008 lowered the Corporate
Family Rating and Probability of Default Rating of Ford Motor
Company to Caa3 from Caa1 and lowered the company's Speculative
Grade Liquidity rating to SGL-4 from SGL-3. The outlook is
negative. The downgrade reflects the increased risk that Ford
will have to undertake some form of balance sheet restructuring in
order to achieve the same UAW concessions that General Motors and
Chrysler are likely to achieve as a result of the recently-
approved government bailout loans. Such a balance sheet
restructuring would likely entail a loss for bond holders and
would be viewed by Moody's as a distressed exchange and
consequently treated as a default for analytic purposes.
FORMIDABLE LLC: Lenders Wants Case Dismissed
--------------------------------------------
NGPC Asset Holdings LP, which asserts secured claims against
Formidable LLC, filed a motion to dismiss the Chapter 11 case
filed by Formidable. NGPC says the petition was filed in bad
faith on the morning before a scheduled foreclosure, Bill Rochelle
at Bloomberg reported.
Formidable LLC is a natural-gas exploration and production company
looking for coal-bed methane in Wyoming and Montana. Formidable
filed for Chapter 11 on Aug. 27, 2009 (Bankr. D. Utah Case No. 09-
29087). Lon A. Jenkins, Esq., and Troy J. Aramburu, Esq., at
Jones Waldo Holbrook & McDonough, represent the Debtor in its
restructuring effort. In its petition, the Debtor listed
$100,000,001 to $500,000,000 in assets and $10,000,001 to
$50,000,000 in debts.
FRANCESCO CARRUBBA: Section 341(a) Meeting Set for September 29
---------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in Francesco Carrubba and Concettina Carrubba's Chapter 11 cases
on Sept. 29, 2009, at 1:00 p.m. The meeting will be held at the
Office of the U.S. Trustee, San Francisco, California.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Half Moon Bay, California-based Francesco Carrubba and Concettina
Carrubba filed for Chapter 11 on Sept. 4, 2009 (Bankr. N.D. Calif.
Case No. 09-32649). Heinz Binder, Esq., at the Law Offices of
Binder and Malter represents the Debtor in its restructuring
effort. In its petition, the Debtor listed both assets and debts
ranging from $10,000,001 to $50,000,000.
FRANCESCO CARRUBBA: Taps Binder and Malter as Bankruptcy Counsel
----------------------------------------------------------------
Francesco Carrubba and Concettina Carrubba ask the U.S. Bankruptcy
Court for the Northern District of California for authority to
employ the Binder and Malter LLP as counsel.
Binder and Malter will represent the Debtors in the Chapter 11
case.
Roya Shakoori, an attorney at Binder & Malter, tells the Court
that Binder & Malter received $20,000 for financial analysis and
assistance in negotiating with United Commercial Bank. The firm
also received $176,258 to cover (i) $16,360 of additional
prepetition attorneys' fees and costs incurred above its original
retainer for financial analysis and bank negotiations; and (ii)
$158,859 for the Chapter 11 retainer and $1,039 for the Chapter 11
bankruptcy filing fee.
Mr. Shakoori assures the Court that Binder and Malter is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
Mr. Shakoori can be reached at:
Binder and Malter LLP
2775 Park Ave.
Santa Clara, CA 95050
Tel: (408) 295-1700
Fax: (408) 295-1531
About Francesco Carrubba
Half Moon Bay, California-based Francesco Carrubba and Concettina
Carrubba filed for Chapter 11 on Sept. 4, 2009 (Bankr. N.D. Calif.
Case No. 09-32649). In its petition, the Debtor listed both
assets and debts ranging from $10,000,001 to $50,000,000.
FRANCESCO CARRUBBA: Wants Schedules Filing Extended Until Sept. 28
------------------------------------------------------------------
Francesco Carrubba and Concettina Carrubba ask the U.S. Bankruptcy
Court for the Northern District of California to extend until
Sept. 28, 2009, the time to file their schedules of assets and
liabilities and statement of financial affairs.
Half Moon Bay, California-based Francesco Carrubba and Concettina
Carrubba filed for Chapter 11 on Sept. 4, 2009 (Bankr. N.D. Calif.
Case No. 09-32649). Heinz Binder, Esq., at the Law Offices of
Binder and Malter represents the Debtor in its restructuring
effort. In its petition, the Debtor listed both assets and debts
ranging from $10,000,001 to $50,000,000.
GENERAL GROWTH: Gets Court Nod to Employ E&Y as Tax Consultant
--------------------------------------------------------------
General Growth Properties Inc. and its affiliates sought and
obtained the Court's authority to employ Ernst & Young LLP as tax
services provider, nunc pro tunc to April 16, 2009, pursuant to a
master tax services agreement and other related agreements.
Under the engagement agreements, E&Y has agreed to provide these
services:
(A) Chapter 11 Bankruptcy Tax Services, which include:
* Developing an understanding of the reorganization and
restructuring alternatives of the Debtors that may result
in a change in the equity, capitalization and ownership
of the shares of Debtors or their assets;
* Assisting and advising the Debtors in developing an
understanding of the tax implications of their bankruptcy
restructuring alternatives and post-bankruptcy operations
including, as needed, research and analysis of Internal
Revenue Code sections, Treasury regulations, case law and
other relevant tax authority, and assist and advise in
securing rulings from the Internal Revenue Service or
applicable state tax authorities;
* Providing tax advisory services regarding the
availability, limitations on the use, and preservation of
tax attributes, like net operating losses and alternative
minimum tax credits;
* Assisting with tax issues arising in the ordinary course
Of the Debtors' business while in bankruptcy, like
Ongoing assistance with IRS and state and local tax
examinations, and, as needed, research, discussions and
analysis of federal, state and local income and franchise
tax issues arising during the bankruptcy period;
* Advising the Debtors regarding the validity of tax claims
to determine if the tax amount claimed correctly reflects
the true tax liability pursuant to applicable tax law,
including support in securing tax refunds;
* Analyzing legal and other professional fees incurred
During the bankruptcy period for purposes of determining
Future deductibility of those costs for U.S. federal,
state and local tax purposes;
* Assisting with the preparation or documentation, as
appropriate or necessary, of tax analysis, opinions,
recommendations, conclusions and correspondence for any
proposed restructuring alternative, bankruptcy tax issue
or other tax matters;
* Providing tax analysis and research related to
acquisitions, divestitures and tax-efficient domestic
restructurings;
* Providing testimony as a fact witness regarding E&Y's
work done on Debtors' tax attributes and overall tax
posture and the impact of bankruptcy on such attributes
and the Debtors' overall tax position; and
* Performing other tax advisory services as requested by
the Debtors and agreed upon by E&Y.
(B) E&Y will provide Income Tax Return Review with respect to
the Debtors' U.S. federal income tax returns for the
taxable income ended December 31, 2008.
(C) E&Y will provide tax advice and controversy services to The
Howard Hughes Corporation and its subsidiaries and to
Howard Hughes Properties, Inc., concerning the issues in a
current examination by the Internal Revenue Service.
(D) 2008 and 2009 Property Tax Services for the Debtors' Hawaii
properties, which services include:
* To the extent permissible, advising the Debtors of any
property tax assessments that E&Y, in its professional
judgment, concludes may be excessive with respect to the
2008 and 2009 assessments as deemed necessary;
* Assisting in initiating the property tax appeals process
for assessments that are jointly selected for appeal by
the Debtors; and
* When permissible and authorized by the Debtors,
representing the Debtors in assessment appeals,
discussions, negotiations or informal hearings with
respect to the taxing jurisdictions or their authorized
representatives.
(E) E&Y will prepare the state equivalent forms K-1 from
information developed from the Debtors' records, as well
as information furnished by the Debtors' personnel.
(F) 2008 Partnership Tax Returns, which include:
* Preparing the U.S. federal income tax return, Form 1065,
for Howard Hughes Properties LP and Rouse FS LLC for
the year ended December 31, 2008;
* Preparing the state and local income tax and franchise
tax returns for Howard Hughes Properties LP and Rouse FS
LLC for certain jurisdictions for the year ended
December 31, 2008; and
* Preparing extension requests, if necessary.
(G) 2008 GGPLP, LLC Partnership Tax Returns, which include:
* Preparing the U.S. federal income tax return, Form 1065,
for some Debtor entities for the year ended December 31,
2008;
* Preparing the state and local income tax and franchise
tax returns for some Debtor entities for the year ended
December 31, 2008; and
* Preparing extension requests, if necessary.
(H) E&Y will provide tax services in connection with the
allocation of depreciation expense and non-recourse
liabilities among the partners of GGP LP and GGPLP LLC for
the year ended December 31, 2008.
(I) Tax Reporting Services, which include:
* Preparing federal and state tax returns as requested by
the Debtors and agreed to by E&Y in writing;
* Assisting the Debtors in developing workpapers used in
the preparation of federal and state tax returns;
* Assisting the Debtors with partnership tax allocations;
* Providing assistance with tax reporting issues arising in
the ordinary course of business while in bankruptcy; and
* Performing other tax reporting services as requested by
the Debtors and agreed by E&Y.
For the Tax Consulting Services, the Debtors will pay E&Y these
hourly rates:
Partners and Principals $540-$810
Executive Directors $495-$685
Senior Managers $485-$615
Managers $400-$545
Seniors $240-$430
Staff $100-$200
For the Tax Compliance Services, the Debtors will pay E&Y in
accordance with these hourly rates:
Partners and Principals $475-$810
Executive Directors $435-$515
Senior Managers $425-$460
Managers $350-$410
Seniors $210-$325
Staff $95-$155
The Debtors will also reimburse E&Y for any direct expenses
incurred in connection with E&Y's retention.
As of May 15, 2009, E&Y LLP was owed $136,220 by the Debtors in
respect of services provided by E&Y LLP both prior to and
following the Petition Date. Upon approval of E&Y's retention in
the bankruptcy cases, E&Y LLP will waive its right to receive any
unpaid fees incurred prior to the Petition Date. During the 90
days immediately preceding the Petition Date, E&Y received from
the Debtors and their affiliates, not including the Debtors'
affiliated investment funds, fees and expenses totaling $83,406.
Timothy G. Overcash, a partner of E&Y, assures the Court that his
firm does not represent any interest adverse to the Debtors and
their estates and is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
About General Growth
Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings. The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide. General Growth is a self-
administered and self-managed real estate investment trust. The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.
General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants
LLC has been engaged as claims agent. The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers. The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.
Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL GROWTH: Gets OK for Hewitt as Exec. Compensation Advisor
----------------------------------------------------------------
General Growth Properties Inc. and its affiliates sought and
obtained the Court's authority to employ Hewitt Associates LLC as
their executive compensation consultant, nunc pro tunc to the
Petition Date.
Hewitt Associates will provide services under the Debtors'
executive compensation program for eligible General Growth
Properties, Inc.'s employees, including:
(a) conducting a review of GGP's current situation and future
direction, discuss and confirm project scope and
deliverables and developing a timeline for deliverables;
(b) conducting a review of GGP's background information and
data, including their business plan and restructuring
strategy, financial data and projected financial results,
historical and existing compensation and benefit
arrangements, and current compensation levels and industry
information, in order for Hewitt to gain an understanding
of critical background information;
(c) conducting a competitive assessment of compensation levels
of employees under any proposed compensation program;
(d) accumulating and analyzing benchmark information and data
regarding Court-approved incentive compensation
arrangements covering insiders and non-insiders of peer
debtor entities, and preparing an analysis of debtor peer
group incentive compensation programs;
(e) assisting GGP in developing a proposed compensation
program covering eligible employees through: (i)
conducting a financial analysis, as needed, with respect
to proposed performance metrics and payout levels; (ii)
preparing term sheets of any proposed compensation program
design and related analyses to be distributed to
management for review; and (iii) preparing adjustments to
any proposed compensation program design;
(f) preparing a report of findings that will cover the
following subjects:
(i) GGP's current and projected financial and
operational circumstances, and the status of current
compensation arrangements;
(ii) the business case for any proposed compensation
program;
(iii) a summary of any proposed compensation program by
covered employee class, including performance
measures and goals, target payout levels per covered
employee, estimated aggregated cost and other key
administrative terms and conditions; and
(iv) Hewitt's assessment of any proposed compensation
program and pro-forma compensation.
(g) assisting GGP throughout the compensation program design
and court approval process, including assisting management
in presenting the proposed compensation program to the
Committee, assisting GGP's counsel in preparing a motion
in support of the proposed compensation program and
providing expert testimony; and
(h) performing other services as are customary in engagements
of this type and as may be reasonably agreed upon by the
Debtors and Hewitt.
The Debtors will pay Hewitt Associates' professionals according
to their customary hourly rates:
Title Rate per Hour
----- -------------
Principal $550 to $750
Senior consultant $425 to $550
Consultant $325 to $425
Associate $275 to $325
Analyst $200 to $275
Administrative assistant $150 to $200
The Debtors will also reimburse Hewitt Associates for expenses
incurred. Hewitt Associates will seek payment and reimbursement
of fees pursuant to Sections 330 and 331 of the Bankruptcy Code.
Todd McGovern, principal at Hewitt Associates, maintains that his
firm does not represent or hold any interest adverse to the
Debtors or their estates. He maintains that Hewitt Associates is
a "disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.
About General Growth
Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings. The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide. General Growth is a self-
administered and self-managed real estate investment trust. The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.
General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants
LLC has been engaged as claims agent. The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers. The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.
Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL GROWTH: Has OK for Bracewell & Guiliani as Special Counsel
------------------------------------------------------------------
General Growth Properties Inc. and its affiliates seek the Court's
authority to employ Bracewell & Guiliani LLP, as special counsel,
nunc pro tunc to the Petition
Date.
Bracewell & Guiliani will represent The Howard Hughes Corporation
and Howard Hughes Properties, Inc., subsidiaries of General
Growth Properties, Inc., in two pending litigation matters. As
the Debtors' special counsel, Bracewell & Guiliani will provide
these services:
* investigate and pursue claims and defend against
counterclaims in an action commenced by Howard Hughes
Properties and The Howard Hughes Corporation against Kern
River Gas Transmission Company in the United States District
Court for the District of Nevada, including (a) pursuit of
all valid claims of the Hughes Entities under the 1993
Global Settlement Agreement and the related Easement
Agreement, (b) pursuit of all other valid claims arising at
common law or under statute under the facts giving rise to
the Kern River Litigation, (c) defense against any
counterclaims, including counterclaims for condemnation or
assertion of eminent domain authority against the Hughes
Entities, (d) advice to the Hughes Entities on any
settlement discussions of those matters, (e) appeals of any
final judgments or interlocutory orders entered in those
matters, and (f) any other ancillary or related claims or
types of relief that may be necessary or appropriate to
protect the Hughes Entities' interests in connection with
the Kern River Litigation;
* represent the Hughes Entities with respect to Kern River Gas
Transmission Company's application with the Federal Energy
Regulatory Commission, pursuant to the Natural Gas Act,
asking the Commission to amend Kern River's existing
certificate of public convenience and necessity to allow
Kern River to increase the maximum allowable operating
pressure of its pipeline from 1,200 p.s.i.g. to 1,333
p.s.i.g., including filings to intervene, oppose and seek
rehearing with respect to that proceeding; and
* advise the Hughes Entities and act at FERC in all respects
for the Hughes Entities in its opposition to any future
expansion of the pipeline of Kern River Gas Transmission
Company that may impact the Summerlin community.
The Debtors have agreed to pay Bracewell & Giuliani's hourly
billing rates:
Title Rate per Hour
----- -------------
Senior Partner $700
Junior Partner $550
Senior Associate $400
Junior Associate $325
Paralegal $125
The Debtors will also reimburse Bracewell & Giuliani for expenses
incurred.
Bracewell & Giuliani will seek payment of its fees in accordance
with Sections 330 and 331 of the Bankruptcy Code.
Jason B. Hutt, Esq., at Bracewell & Guiliani, disclosed that his
firm represented Sandelman Partners LP in the Debtors' Chapter 11
cases. Sandelman Partners LP is a mezzanine lender in connection
with GGP's subsidiary, Burlington Town Center II LLC. He says
that Bracewell & Giuliani does not anticipate any further work on
behalf of Sandelman Partners LP in the Debtors' Chapter 11 cases.
He further discloses that the Debtors owed Bracewell & Giuliani
prepetition fees of $80,496 and Bracewell & Giuliani has filed
proofs of claim in the Debtors' Chapter 11 cases. Thus, he
assures the Court that Bracewell & Giuliani does not currently
hold or represent any interest adverse to the Debtors' estates
and is a "disinterested person" as defined under
Section 101(14).
The Court approves the Debtors' application.
About General Growth
Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings. The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide. General Growth is a self-
administered and self-managed real estate investment trust. The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.
General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants
LLC has been engaged as claims agent. The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers. The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.
Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL MOTORS: Court OKs Rejection of 60 Dealership Pacts
----------------------------------------------------------
Judge Robert Gerber authorized Motors Liquidation Co. and its
debtor affiliates to reject 60 dealership contracts effective as
of July 10, 2009. A schedule of the Rejected Dealer Pacts is
available for free at:
http://bankrupt.com/misc/GM_RejectedDealerPacts.pdf
Judge Gerber noted that as provided for under the Master Sale and
Purchase Agreement between General Motors Corp. and the entity
sponsored by the U.S. Department of the Treasury, only dealers
that were offered, and accepted Participation Agreements or Wind
Down Agreements will be allowed to continue their dealership
operations as part of General Motors Company. New GM has
determined not to accept an assignment of any of the Rejected
Dealer Agreements, Judge Gerber said.
All affected dealers who wish to assert claims against the Debtors
arising out of or related to the rejection of the Rejected Dealer
Agreements must file a proof of claim no later than the general
bar date under Rule 3003(c)(3) of the Federal Rules of Bankruptcy
Procedure.
As part of the sale of the Debtors' assets to NGMCO, Inc., the
Debtors decided to reduce the number of their dealerships. By
this motion, the Debtors seek the Court's authority to reject 70
Dealer Agreements effective July 10, 2009, a list of which is
available for free at:
http://bankrupt.com/misc/GM_70AffectedDealers.pdf
The Debtors propose that as of July 10, each Affected Dealer is no
longer authorized to, among other things:
(a) undertake any advertising, sales, repair or service of any
of the Debtors' or New GM's products as an Authorized
Dealer under the terms of the Affected Dealer Agreements;
(b) hold itself out to any third party as an Authorized Dealer
of the Debtors or New GM for any purpose; and
(c) display, distribute or otherwise use any signage,
promotional or other materials bearing or containing the
Debtors' or New GM's trademarks, tradenames and
servicemarks, except that it may use the Debtors' or New
GM's descriptive brand and vehicle model names solely for
the purpose of identifying and advertising its inventory
for sale to the extent permitted by applicable law for a
party that is not an Authorized Dealer of the Debtors.
All of the Affected Dealers who wish to assert claims against the
Debtors arising out of the rejection of the Affected Dealer
Agreements must file proof of claim no later than the general bar
date established by the Court.
About General Motors
Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as founded in 1908. GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries. In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.
GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.
As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009. This compares with a reported net loss of US$3.3 billion
in the year-ago quarter. As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026). General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.
The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts. Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company. GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel. Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors. GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.
Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL MOTORS: Deadline to Remove Actions on Plan Confirmation
---------------------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York extended the deadline for the
Debtors to file notices of removal of civil actions until the date
that a Chapter 11 plan in the Debtors' cases is confirmed.
According to Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges
LLP, in New York, the Debtors are aware of more than 31,000
litigation claims pending in various courts as of the Petition
Date. He asserts that the proposed Removal Period Extension will
provide the Debtors with sufficient additional time to allow them
to consider, and make decisions concerning, the removal of the
Civil Actions.
The Debtors' key personnel are continuing to review their records
to determine and assess whether they should remove any Civil
Actions while being actively involved in the complex Chapter 11
cases, Mr. Smolinsky says. In this regard, the Debtors require
additional time to consider filing notices of removal of the Civil
Actions, he adds.
About General Motors
Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as founded in 1908. GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries. In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.
GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.
As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009. This compares with a reported net loss of US$3.3 billion
in the year-ago quarter. As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026). General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.
The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts. Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company. GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel. Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors. GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.
Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL MOTORS: MLC of Harlem Inc.'s Schedules and Statement
------------------------------------------------------------
A. Real Property $0
B. Personal Property 0
Total Assets $0
============================================================
C. Property Claimed as Exempt $0
D. Creditors Holding Secured Claims 0
E. Creditors Holding Unsecured Priority Claims 0
F. Creditors Holding Unsecured Non-Priority Claims 0
Total Liabilities $0
============================================================
David F. Head, vice president and assistant secretary of Debtor
MLC of Harlem Inc., formerly Chevrolet-Saturn of Harlem, Inc.,
discloses that during the two years immediately preceding the
Petition Date, MLC of Harlem earned from the operation of its
business:
Year Amount
---- ------
2007 $33,994,008
2008 $29,748,618
2009 YTD Gross Revenue $7,872,893
Within two years immediately preceding the Petition Date, MLC of
Harlem earned $4,525, other than from the operation of its
business.
Mr. Head discloses that within 90 days immediately preceding the
Petition Date, MLC made payments or transfer to creditors in the
aggregate amount of $1,399,155. A schedule of payments is
available for free at:
http://bankrupt.com/misc/MLC_Harlem_sofa3bpments.pdf
Mr. Head further stated that the MLC of Harlem routinely incur
losses like casualty or lawsuits in the ordinary course of
business and is not aware of any material losses within one year
immediately preceding the Petition Date.
About General Motors
Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as founded in 1908. GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries. In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.
GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.
As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009. This compares with a reported net loss of US$3.3 billion
in the year-ago quarter. As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026). General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.
The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts. Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company. GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel. Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors. GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.
Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL MOTORS: MLCS Distribution's Schedules & Statement
---------------------------------------------------------
A. Real Property None
B. Personal Property
B.13 Stock and interests Undetermined
See http://bankrupt.com/misc/B13Interests.pdf
B.14 Interests in partnerships or joint ventures Undetermined
See http://bankrupt.com/misc/B14Interests.pdf
TOTAL SCHEDULED ASSETS $0
===========================================================
D. Creditors Holding Secured Claims
UCC Liens
Arab Banking Corporation Undetermined
Caribex Receivables Finance Co. Undetermined
Citicorp USA, Inc. Undetermined
Deutsche Bank Trust Company Americas Undetermined
Royal Bank of Canada Undetermined
The United States Department of the Treasury Undetermined
F. Creditors Holding Unsecured Non-priority Claims
Other Litigation
Lasser, Stuart Undetermined
Saturn of Denville NJ Limited Partnership Undetermined
TOTAL SCHEDULED LIABILITIES $0
===========================================================
In its statement of financial affairs, MLCS Distribution
Corporation, formerly known as Saturn Distribution Corporation,
reports that during the two years immediately preceding the
Petition Date, it received no income from gross sales from
operations, excluding intercompany operations.
David F. Head, vice president and assistant secretary of the
Debtors, says that during the two years immediately preceding the
Petition Date, the Debtor received income other than from
operation of its business:
Year Income
---- ------
2007 $848,711
2008 391,844
2009 50,933
The Debtor is a party to suits captioned as Saturn of Denville NJ
LP and SOBH Saturn Inc. LOU within one year immediately before the
Petition Date.
About General Motors
Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as founded in 1908. GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries. In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.
GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.
As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009. This compares with a reported net loss of US$3.3 billion
in the year-ago quarter. As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026). General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.
The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts. Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company. GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel. Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors. GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.
Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL MOTORS: Taps Brownfield for Environmental Support Services
------------------------------------------------------------------
Motors Liquidation Co. and its affiliates seek the Bankruptcy
Court's authority to amend Brownfield Partners' engagement.
On behalf of the Debtors, Stephen Karotkin, Esq., at Weil, Gotshal
& Manges LLP, in New York, tells the Court that the Debtors
require ongoing services from Brownfield Partners to assist with
the management and support of environmental activities.
Specifically, Brownfield Partners will provide these services to
the Debtors, in connection with the Debtors' liquidation and
disposition of their remaining assets:
(a) evaluating existing information regarding plant sites,
ongoing investigations and remediation;
(b) coordinating the work of other consultants in developing
technical summaries and cost estimates;
(c) determining the potential and options for disposition
and reuse of certain of the Debtors' sites, whether as
"brownfield" sites or otherwise;
(d) advising and assisting the Debtors with the potential to
integrate remediation with redevelopment;
(e) assisting in the determination of appropriate remedial
options and technologies in light of potential
redevelopment plans;
(f) advising and assisting the Debtors with risk management
strategies with respect to the Debtors' sites, including,
as appropriate, the use of insurance and other financial
products as a part thereof; and
(g) structuring transactions with respect to the Debtors'
sites.
The Debtors seek the Court's authority to increase the fee cap for
those services to be provided by Brownfield Partners from $100,000
to $200,000 pursuant to a letter agreement entered between the
Debtors and Brownfield Partners on August 31, 2009.
The Debtors previously obtained the Court's authority to allow
them to employ LFR, Inc., Brownfield Partners, LLC, and The Claro
Group as their environmental management and consulting services
providers, nunc pro tunc to the Petition Date. Brownfield
Partners is a leading real estate development company specializing
in the acquisition, master planning, entitlement, and
redevelopment of urban infill and environmentally impaired real
estate. The Debtors obtained approval to hire LFR and Brownfield
to assist in:
* determining the costs of actual or potential environmental
liabilities arising from the Debtors' prepetition, historic
operations;
* strategic planning related to optimization of asset value
net of environmental costs and disposition of
environmentally impaired assets; and
* management support of environmental management or compliance
activities.
About General Motors
Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as founded in 1908. GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries. In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.
GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.
As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009. This compares with a reported net loss of US$3.3 billion
in the year-ago quarter. As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026). General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.
The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts. Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company. GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel. Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors. GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.
Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
GENMAR HOLDINGS: To Set Up Protocol on Sale of Business
-------------------------------------------------------
Genmar Holdings Inc. said in a court filing that it intends to
submit papers by Oct. 30 setting up a sale of the business, Bill
Rochelle at Bloomberg News reported. Genmar is required by its
lenders to pay off the borrowing by Dec. 18.
Genmar has asked the U.S. Bankruptcy Court for the District of
Minnesota to extend its exclusive period to file a plan until
December 31, 2010. A hearing on the request is scheduled for
Sept. 24.
Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/--
manufacture recreational boats. The Debtors filed for Chapter 11
bankruptcy protection on June 1, 2009 (Bankr. D. Minn. Case No.
09-33773, and 09-43537). James L. Baillie, Esq., and Ryan Murphy,
Esq., at Fredrikson & Byron, PA, assist the Debtors in their
restructuring efforts. Carver Italia listed $10 million to
$50 million in assets and $100 million to $500 million in debts.
NAILITE INT'L: Plan Offers De Minimis Recovery to Unsec. Creditors
------------------------------------------------------------------
Nailite International Inc. filed a proposed disclosure statement
explaining the liquidating Chapter 11 plan projected to provide a
0.022% return to unsecured creditors with $11.5 million in claims.
Holders of equity interest will receive nothing.
The U.S. Bankruptcy Court for the District of Delaware approved in
April the sale of substantially all of the assets of Nailite
International to Premier Exteriors, LLC. Premier is a secured
creditor of the Debtor, having purchased the Debtor's first lien
debt in January 2009, and under which Premier holds a claim of at
least $18 million. A portion of the purchase price paid by
Premier was a credit bid of $8 million. Premier also agreed to
provide as much as $400,000 to pay costs of the Chapter 11 case,
plus $250,000 earmarked for distribution to unsecured creditors.
Copies of the Plan and Disclosure Statement are available for free
at:
http://bankrupt.com/misc/Nailite_DiscStatement.pdf
http://bankrupt.com/misc/Nailite_LiquidatingPlan.pdf
About Nailite International
Headquartered in Miami, Florida, Nailite International Inc. --
http://www.nailiteinternational.com-- produces injection
polypropylene based cedar and masonry replica siding. The Debtor
supplies residential construction and remodeling markets through
various building materials and siding distributors. Nailite is
wholly-owned by Granham Partners, a private equity investor from
Wayne, Pennsylvania.
Nailite International filed for Chapter 11 on February 13, 2009
(Bankr. D. Del. Case No. 09-10526). Gabriel R. MacConaill, Esq.,
and Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, have
been tapped as counsel. AlixPartners LLP is also on-board as
restructuring adviser. The Garden City Group Inc. serves as
claims and notice agent. Attorneys at Lowenstein Sandler PC and
Elliot Greenleaf serve as counsel to the Creditors Committee. In
its bankruptcy petition, the Company estimated assets and debts of
between $50 million and $100 million each.
GEORGIA GULF: Names Six New Members to Board of Directors
---------------------------------------------------------
Georgia Gulf Corporation announced the appointment of six new
members to its board of directors -- Kevin DeNicola, Robert
Gervis, Stephen Macadam, Mark Noetzel, Robert Schriesheim, and
David Weinstein. The six new members joined the remaining board
members, Paul Carrico, Patrick Fleming, and Wayne Sales, as
directors on September 13, 2009.
Director Committees
-------- ----------
T. Kevin DeNicola Audit, Compensation
Robert M. Gervis Nominating & Governance, Finance
Stephen E. Macadam Compensation, Nominating &
Governance
Mark L. Noetzel Nominating & Governance, Finance
Robert A. Schriesheim Audit, Finance
David N. Weinstein Compensation, Finance
Mr. DeNicola is currently Senior Vice President and Chief
Financial Officer at KBR, Inc., a global engineering, construction
and services company supporting the energy, hydrocarbon,
government services and civil infrastructure sectors. Prior to
this role, he also served in various positions, including Senior
Vice President and Chief Financial Officer at Lyondell Chemical
Company. Mr. DeNicola earned a Masters degree in Chemical
Engineering from the University of Virginia and a Masters of
Business Administration from Rice University.
Mr. Gervis is currently founder and President of Epilogue, LLC, a
private advisory firm. Prior to this role, he served in various
senior executive positions at Fidelity Investments; and before
Fidelity, Mr. Gervis was a partner in the international law firm
of Weil, Gotshal & Manges. Mr. Gervis earned a Juris Doctorate
from The George Washington University in Washington, D.C. and a
Bachelor's degree in Industrial Engineering from Lehigh
University. Mr. Gervis is also a CFA charterholder.
Mr. Macadam is currently Chief Executive Officer of Enpro
Industries, a leading provider of engineered industrial products
for processing, general manufacturing and other industries
worldwide. Prior to this role, he served as Chief Executive
Officer of BlueLinx Holdings and Consolidated Container Company
and as Executive Vice President of Georgia-Pacific Corporation.
Mr. Macadam earned a Masters degree in Finance from Boston College
and a Masters of Business Administration from Harvard Business
School.
Mr. Noetzel was President and CEO of Cilion, Inc., a venture
capital backed renewable fuel company, from 2007 to 2009. Prior to
this role, he served in several senior positions at BP plc,
including Group Vice President, Global Retail and Group Vice
President, Chemicals. Mr. Noetzel earned a Bachelor's degree from
Yale University and a Masters of Business Administration from the
Wharton School at the University of Pennsylvania.
Mr. Schriesheim is currently Executive Vice President and Chief
Financial Officer of Lawson Software, Inc. Prior to this role, he
served in various senior executive positions at Arch Development,
Global Telesystems, and SBC Equity Partners. Mr. Schriesheim
earned Bachelor's degree in Chemistry from Princeton University
and a Masters of Business Administration from the University of
Chicago Graduate School of Business.
Mr. Weinstein is currently a business consultant specializing in
corporate restructurings. Prior to this role, he served as
Managing Director at Calyon Securities, BNP Paribas, Bank of
Boston, Chase Securities, and Lehman Brothers. Mr. Weinstein
earned a Bachelors degree from Brandeis University and a Juris
Doctorate from Columbia University School of Law.
"We are pleased to welcome such an experienced group of directors
to our Board, and we look forward to the contributions they will
bring to the Company and Georgia Gulf's shareholders," commented
Patrick Fleming, Chairman of the Board of Directors. "I would also
like to thank Charles Henry, Yoshi Kawashima, and two of the
Company's founders; Dennis Chorba and Jerry Satrum, for their
outstanding leadership and dedication to Georgia Gulf over their
years of service," added Mr. Fleming.
Georgia Gulf also said Jerry R. Satrum's resignation as a director
and member of the Audit Committee of the Board became effective
September 13, 2009.
About Georgia Gulf
Georgia Gulf Corporation (NYSE: GGC) is a manufacturer and
international marketer of two integrated chemical product lines,
chlorovinyls and aromatics. The Company's primary chlorovinyls
products are chlorine, caustic soda, vinyl chloride monomer (VCM),
vinyl resins and vinyl compounds. Its aromatics products are
cumene, phenol and acetone. The Company has four business
segments: chlorovinyls; window and door profiles, and moldings
products; outdoor building products, and aromatics.
At June 30, 2009, the Company's balance sheet showed total assets
of $1.62 billion and total $1.70 billion, resulting in a
stockholders' deficit of $85.46 million.
Georgia Gulf has said factors that gave rise to the substantial
doubt about the Company's ability to continue as a going concern
have been remediated. As of June 30, 2009, the Company is in
compliance with all required debt covenants.
In August 2009, Moody's Investors Service upgraded the Corporate
Family Rating of Georgia Gulf to B2 from Caa2 as a result of the
completion of the private debt-for-equity exchange offer and an
amendment to its credit facility that substantially improves the
company's liquidity. As reported by the Troubled Company Reporter
on September 7, 2009, Standard & Poor's Ratings Services raised
its ratings on Georgia Gulf, including its corporate credit rating
to 'B' from 'D'. The outlook is stable.
GEORGIA GULF: Stockholders Approve 2009 Incentive Plan
------------------------------------------------------
The stockholders of Georgia Gulf Corporation approved the Georgia
Gulf Corporation 2009 Equity and Performance Incentive Plan on
September 17, 2009.
Under the Plan, a committee designated by the Board consisting
solely of not less than two non-employee directors is authorized
to make awards under the Plan. The Board has designated the
Compensation Committee as the Committee. Officers, employees or
consultants of Georgia Gulf or any subsidiary and non-employee
directors of Georgia Gulf may be selected by the Committee to
receive benefits under the Plan at any time prior to 2019.
The Compensation Committee has the authority under the Plan to
delegate such administrative duties or powers as it may deem
advisable under the Plan to one or more of its members or to one
or more of the Company's officers, or to one or more agents and
advisors. Awards intended to qualify under Section 162(m) of the
Internal Revenue Code and determinations in connection with those
awards must be made only by a committee of the Board consisting
solely of not less than two outside directors within the meaning
of such section. The Committee may, by resolution, authorize one
or more officers of the Company to do one or both of the following
on the same basis as the Committee: (i) designate employees to be
recipients of awards under the Plan; (ii) determine the size of
any such awards; provided, however, that (A) the Committee shall
not delegate such responsibilities to any such officer for awards
granted to an employee who is an officer, director, or more than
10% beneficial owner of our common stock; (B) the resolution
providing for such authorization sets forth the total number of
shares of common stock such officer(s) may grant; and (C) the
officer(s) shall report periodically to the Committee regarding
the nature and scope of the awards granted pursuant to the
authority delegated.
The Plan may be amended from time to time by the Board, provided
that if an amendment to the Plan (i) would materially increase the
benefits accruing to participants under the Plan, (ii) would
materially increase the number of securities that may be issued
under the Plan, (iii) would materially modify the requirements for
participation in the Plan or (iv) must otherwise be approved by
the stockholders in order to comply with applicable law or the
rules of any national securities exchange upon which the shares of
common stock are traded or quoted, the amendment will not be
effective until such stockholder approval has been obtained.
The Plan authorizes the Board to provide equity-based compensation
in the form of (1) stock options, which entitle the holder to
purchase shares of common stock at a price equal to or greater
than the market value of the shares on the date of grant, (2)
appreciation rights, including both tandem appreciation rights
(the right to receive up to 100% of the spread between the option
price and the current value of the shares of common stock
underlying the option) and free-standing appreciation rights (the
right to receive up to 100% of the spread between the base price
and the current value of a share of common stock at the time of
exercise), (3) restricted shares of common stock, (4) restricted
share units and (5) performance shares, which are the equivalent
of one share of common stock, and performance units, which are the
equivalent of $1.00 or such other value as determined by the
Committee. Each of the awards is evidenced by an award document
setting forth the terms and conditions of the award.
Subject to adjustment as provided in the Plan, the number of
shares of common stock that may be issued or transferred pursuant
to awards, or in payment of dividend equivalents paid with respect
to awards made under the Plan may not exceed 3,033,000 in the
aggregate, plus any shares of common stock relating to awards that
expire, are forfeited or are cancelled under the Plan. In
addition to the general limitation on the number of shares of
common stock available under the Plan, the Plan provides for
specific limits and other requirements for certain awards.
Grants of options, appreciation rights, performance shares and
performance share units and restrictions on grants of restricted
shares and restricted share units may be conditioned on the
achievement of performance objectives, called "Management
Objectives," which are described in the Plan. Management
Objectives may be described either in terms of company-wide
objectives or objectives that are related to performance of the
individual participant or of the division, subsidiary, department,
region, function or other organizational unit in which the
participant is employed.
Awards may provide for acceleration of exercisability or early
termination of restrictions in the event of the death, disability
or retirement of a participant, a change of control (as defined in
the Plan) or, solely in the case of awards of restricted share
units, a refinancing of the Company's principal debt agreements.
Any evidence of an award under the Plan may provide (and the forms
of agreement attached hereto do provide) that if a participant, if
an employee either during employment or within a specified period
after termination of employment, and if a consultant, during the
period of consulting with the Company or a subsidiary or within a
specified period thereafter, engages in any detrimental activity,
as defined in the Plan, the participant must:
-- return to the Company, in exchange for payment by the
Company of any amount actually paid by the participant for
the shares of common stock, all shares of common stock
that the participant has not disposed of that were offered
under the Plan within a specified period prior to the date
of the commencement of the detrimental activity; and
-- with respect to any shares of common stock so acquired
that the participant has disposed of, pay to the Company
in cash the difference between:
* any amount actually paid for the shares of common stock
by the participant; and
* the market value per share of the shares of common stock
on the date of the disposition.
Generally, a detrimental activity includes competing with the
Company's business, soliciting the Company's employees, disclosing
of confidential information and other specified conduct
detrimental to the Company's business.
These awards of restricted share units were made to the executive
officers indicated in the table below subject to stockholder
approval of the Plan. On July 27, 2009, the date of the initial
grant, the closing price per share of the common stock was $8.75.
One-half of the restricted stock units will vest in equal
installments on July 27, 2010, 2011, and 2012, or earlier in the
event of a change of control. One-third of the remaining one-half
of the restricted stock units will vest on each of July 27, 2010,
2011, and 2012 if the Company is in compliance with the financial
covenants in its senior secured credit facility and,
notwithstanding such provisions, all of such remaining one-half
will vest immediately if such facility is refinanced before
July 27, 2012. The awards are evidenced by restricted share unit
agreements.
Name and Number
Position Dollar Value of Units
-------- ------------ --------
Paul Carrico $5,031,259 575,001
President and CEO
Gregory C. Thompson $1,837,500 210,000
Chief Financial Officer
William H. Doherty $831,259 95,001
Vice President--PVC Compounds
Mark J. Seal $831,259 95,001
Vice President--Aromatics
Joel I. Beerman $918,750 105,000
Vice President, General Counsel,
and Secretary
Mark E. Buckis $350,018 40,002
Vice President--Corporate
Controller
Georgia Gulf Corporation is a manufacturer and international
marketer of two integrated chemical product lines, chlorovinyls
and aromatics. The Company's primary chlorovinyls products are
chlorine, caustic soda, vinyl chloride monomer (VCM), vinyl resins
and vinyl compounds. Its aromatics products are cumene, phenol
and acetone. The Company has four business segments:
chlorovinyls; window and door profiles, and moldings products;
outdoor building products, and aromatics.
At June 30, 2009, the Company's balance sheet showed total assets
of $1.62 billion and total $1.70 billion, resulting in a
stockholders' deficit of $85.46 million.
Georgia Gulf has said factors that gave rise to the substantial
doubt about the Company's ability to continue as a going concern
have been remediated. As of June 30, 2009, the Company is in
compliance with all required debt covenants.
In August 2009, Moody's Investors Service upgraded the Corporate
Family Rating of Georgia Gulf to B2 from Caa2 as a result of the
completion of the private debt-for-equity exchange offer and an
amendment to its credit facility that substantially improves the
company's liquidity. As reported by the Troubled Company Reporter
on September 7, 2009, Standard & Poor's Ratings Services raised
its ratings on Georgia Gulf, including its corporate credit rating
to 'B' from 'D'. The outlook is stable.
GRAND SEAS: Gets Nod for Hinshaw & Culbertson as Bankr. Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized, on an interim basis, Grand Seas Resort Partners to
employ Hinshaw & Culbertson LLP as counsel.
The will consider employment of H&C on Oct. 5, 2009, at 10:00 a.m.
at Claude Pepper Federal Building, 51 SW First Avenue, Room 1409,
Miami, Florida. Objections, if any are due on Oct. 2, 2009, at
5:00 p.m.
H&C will, among other things:
-- advise the Debtor generally regarding matters of bankruptcy
law in connection with the case;
-- advise the Debtor of the requirements of the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure, applicable
bankruptcy rules and U.S. Trustee Guidelines related to the
daily operation of its business and administration of the
estate; and
-- prepare motions, applications, answers, proposed orders,
reports and any other papers necessary in connection with
the administration of the estate.
Michael D. Seese, Esq., a partner at H&C, told the Court that H&C
received a $35,959 retainer.
The hourly rates of H&C personnel are:
Mr. Seese $450
Members $350 - $600
Associates and Of Counsel $190 - $400
Paralegals $115 - $180
Mr. Seese can be reached at:
Hinshaw & Culbertson LLP
One E. Broward Blvd #1010
Fort Lauderdale, FL 33301
Tel: (954) 467-7900
Fax: (954) 467-1024
About Grand Seas Resort Partners
Miami, Florida-based Grand Seas Resort Partners operates a real
estate business. The Company filed for Chapter 11 on Sept. 8,
2009 (Bankr. S.D. Fla. Case No. 09-28973). In its petition, the
Debtor listed assets and debts both ranging from $10,000,001 to
$50,000,000.
GRAND SEAS: U.S. Trustee Sets Meeting of Creditors for October 15
-----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Grand Seas Resort Partners' Chapter 11 cases on Oct. 15, 2009,
at 2:00 p.m. The meeting will be held at Claude Pepper Federal
Bldg, 51 SW First Ave Room 1021, Miami, Florida.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Miami, Florida-based Grand Seas Resort Partners operates a real
estate business. The Company filed for Chapter 11 on Sept. 8,
2009 (Bankr. S.D. Fla. Case No. 09-28973). Michael D. Seese,
Esq., represents the Debtor in its restructuring effort. In its
petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.
GTC BIOTHERAPEUTICS: Fails to Regain Nasdaq Compliance
------------------------------------------------------
GTC Biotherapeutics, Inc., on September 17, 2009, received a
notice from The Nasdaq Stock Market notifying the Company it has
failed to regain compliance with Nasdaq's requirement that the
aggregate market value of its common stock be at least
$35,000,000, as specified by Marketplace Rule 5550(b)(2), during
the 90-day compliance period afforded to us by Marketplace Rule
5810(c)(3)(C).
The notice indicates that unless the Company request a hearing
before a Nasdaq Listings Qualifications Panel, our common stock
will be delisted. The Company intends to request such a hearing,
which will defer any action with respect to Nasdaq's determination
until the panel renders a decision following the hearing. The
Company's common stock will continue to trade on The NASDAQ
Capital Market in the interim. The Nasdaq Listings Qualifications
Panel has discretion to grant an extension not to exceed 180 days
from the date of Nasdaq's notification. However, there can be no
assurance that the Company will be granted any extension or that
following the hearing the panel will grant its request for
continued listing.
About GTC Biotherapeutics
Headquartered in Framingham, Massachusetts, GTC Biotherapeutics,
Inc. (NASDAQ: GTCB) -- http://www.gtc-bio.com/-- develops,
supplies, and commercializes therapeutic proteins produced through
transgenic animal technology. The Company is also developing a
portfolio of recombinant human plasma proteins with known
therapeutic properties. The company also has a monoclonal
antibody portfolio focused on follow-on biologics, including a
CD20 monoclonal antibody. The intellectual property of the
company includes a patent in the United States through 2021 for
the production of any therapeutic protein in the milk of any
transgenic mammal. Its transgenic production platform is
particularly well suited to enabling cost effective development of
proteins that are difficult to express in traditional recombinant
production systems as well as proteins that are required in large
volumes.
At June 28, 2009, GTC had $29.0 million in total assets and
$53.0 million in total liabilities, resulting in $23.9 million in
stockholders' deficit.
HARRAH'S ENTERTAINMENT: Issues $720MM of Senior Notes Due 2017
--------------------------------------------------------------
Harrah's Operating Company, Inc., a wholly owned subsidiary of
Harrah's Entertainment, Inc., on September 11, 2009, issued
$720,000,000 aggregate principal amount of 11.25% senior secured
notes due 2017, which mature on June 1, 2017, pursuant to a
supplemental indenture, dated as of September 11, 2009, among the
Company, the Parent Guarantor and U.S. Bank National Association,
as trustee, to an indenture, dated as of June 10, 2009, among
Harrah's Operating Escrow LLC and Harrah's Escrow Corporation,
wholly owned subsidiaries of the Company, the Parent Guarantor, as
parent guarantor and U.S. Bank National Association, as trustee,
as supplemented by the supplemental indenture, dated June 10, 2009
among the Company and the Indenture Trustee.
The Indenture provides that the notes are guaranteed by the Parent
Guarantor and are secured by substantially all of the assets of
the Company and the assets of the subsidiaries of the Company that
have pledged their assets to secure the Company's obligations
under the Company's senior secured credit facilities.
The Company will pay interest on the notes at 11.25% per annum,
semiannually to holders of record at the close of business on
May 15 or November 15 immediately preceding the interest payment
date on June 1 and December 1 of each year, commencing December 1,
2009.
The Company may redeem the notes, in whole or part, at any time
prior to June 1, 2013, at a price equal to 100% of the principal
amount of the notes redeemed plus accrued and unpaid interest to
the redemption date and a "make-whole premium." The Company may
redeem the notes, in whole or in part, on or after June 1, 2013,
at the redemption prices set forth in the Indenture. At any time
(which may be more than once) before June 1, 2012, the Company may
choose to redeem up to 35% of the principal amount of the notes at
a redemption price equal to 111.250% of the face amount thereof
with the net proceeds of one or more equity offerings so long as
at least 50% of the aggregate principal amount of the notes at
maturity issued of the applicable series remains outstanding
afterwards.
The Indenture contains covenants that limit the Company's (and
most of its subsidiaries') ability to, among other things: (i)
incur additional debt or issue certain preferred shares; (ii) pay
dividends on or make other distributions in respect of its capital
stock or make other restricted payments; (iii) make certain
investments; (iv) sell certain assets; (v) create or permit to
exist dividend and/or payment restrictions affecting its
restricted subsidiaries; (vi) create liens on certain assets to
secure debt; (vii) consolidate, merge, sell or otherwise dispose
of all or substantially all of its assets; (viii) enter into
certain transactions with its affiliates; and (ix) designate its
subsidiaries as unrestricted subsidiaries. The covenants are
subject to a number of important limitations and exceptions. The
Indenture also provides for events of default, which, if any of
them occurs, would permit or require the principal, premium, if
any, interest and any other monetary obligations on all the then
outstanding notes to be due and payable immediately.
Registration Rights Agreement
On September 11, 2009, in connection with the issuance of the
notes, the Company and the Parent Guarantor entered into a
registration rights agreement with J.P. Morgan Securities Inc.,
Banc of America Securities LLC, Citigroup Global Markets Inc.,
Credit Suisse Securities (USA) LLC and Deutsche Bank Securities
Inc. as representatives of the initial purchasers, relating to,
among other things, the exchange offer for the notes and the
related guarantee.
Subject to the terms of the Registration Rights Agreement, the
Company and the Parent Guarantor will use their commercially
reasonable efforts to register with the SEC notes having
substantially identical terms as the notes as part of offers to
exchange freely tradable exchange notes for notes within 365 days
after the issue date of the notes. The Company and the Parent
Guarantor will use their commercially reasonable efforts to cause
each exchange offer to be completed within 30 business days after
the effectiveness target date.
If the Company and the Parent Guarantor fail to meet these
targets, the annual interest rate on the notes will increase by
0.25%. The annual interest rate on the notes will increase by an
additional 0.25% for each subsequent 90-day period during which
the registration default continues, up to a maximum additional
interest rate of 1.0% per year over the applicable interest rate,
which is 11.25%. If the registration default is corrected, the
applicable interest rate will revert to the original level.
Joinder to Intercreditor Agreement
On September 11, 2009, the Indenture Trustee entered into a
joinder to the intercreditor agreement, dated as of December 24,
2008, and supplemented as of April 15, 2009 and June 10, 2009,
among Bank of America, N.A., as credit agreement agent, U.S. Bank
National Association, as trustee, U.S. Bank National Association,
as second priority agent and each collateral agent for any future
second lien indebtedness from time to time party thereto.
Pursuant to the Joinder to the Second Lien Intercreditor
Agreement, the Indenture Trustee became a party to and agreed to
be bound by the terms of the Second Lien Intercreditor Agreement
as another first priority lien obligations agent, as if it had
originally been party to the Second Lien Intercreditor Agreement
as a first priority agent. The Second Lien Intercreditor
Agreement governs the relative priorities of the respective
security interests in the Company's and certain subsidiaries'
assets securing (i) the notes, (ii) the 11.25% senior secured
notes due 2017 issued pursuant to the Indenture on June 10, 2009,
(iii) the 10.0% second-priority senior secured notes due 2018
issued pursuant to the indenture dated as of April 15, 2009, among
the Company, Parent Guarantor and U.S. Bank National Association,
as trustee, (iv) the 10.0% second-priority senior secured notes
due 2015 and the 10.0% second-priority senior secured notes due
2018 issued pursuant to the indenture, dated as of December 24,
2008, among the Company, Parent Guarantor and U.S. Bank National
Association, as trustee and (v) borrowings under the senior
secured credit facilities and certain other matters relating to
the administration of security interests.
Other First Lien Secured Party Consent
to the Collateral Agreement
On September 11, 2009, the Indenture Trustee entered into an other
first lien secured party consent to the Collateral Agreement, as
authorized representative, for persons who shall become secured
parties under the amended and restated collateral agreement dated
and effective as of January 28, 2008 (as amended and restated on
June 10, 2009) among the Company, each subsidiary of the Company
identified therein as a party and Bank of America N.A., as
collateral agent, for the Secured Parties.
Pursuant to the Collateral Agreement Consent, the notes will be
secured on a first priority basis by substantially all of the
assets of the Company and the assets of the Subsidiary Pledgors,
and the Collateral Authorized Representative was authorized to
become a party to the Collateral Agreement on behalf of the New
Collateral Secured Parties under the Indenture and to act as the
Collateral Authorized Representative for the New Collateral
Secured Parties.
Other First Lien Secured Party Consent
to the Guaranty and Pledge Agreement
On September 11, 2009, the Indenture Trustee entered into an other
first lien secured party consent to the Guaranty and Pledge
Agreement, as authorized representative, for persons who shall
become secured parties under the Amended and Restated Guaranty and
Pledge Agreement, dated and effective as of January 28, 2008 (as
amended and restated on June 10, 2009) by the Parent Guarantor in
favor of Bank of America, N.A., as administrative agent and
collateral agent for the lenders party to the senior secured
credit facilities.
Pursuant to the Guaranty and Pledge Consent, the Parent Guarantor
guarantees the payment of the notes and grants to the Agent for
the benefit of the New Guaranty Secured Parties a security
interest in all of its rights and title in the Collateral as
collateral security for prompt payment on the notes, and the
Authorized Representative was authorized to become a party to the
Guaranty and Pledge Agreement on behalf of the New Guaranty
Secured Parties under the Indenture and to act as the Guaranty
Authorized Representative for the New Guaranty Secured Parties.
About Harrah's Entertainment
Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.
As of June 30, 2009, the Company had $30.7 billion in total assets
and total current liabilities of $1.71 billion, long-term debt of
$19.3 billion, deferred credits and other of $718.2 million,
deferred income taxes of $5.74 billion, and preferred stock of
$2.46 billion.
As of March 31, 2009, the Company's consolidated condensed balance
sheets showed total assets of $31.9 billion, total liabilities of
$31.1 billion and preferred stock of $2.3 million, resulting to
stockholders' deficit of $1.5 million.
* * *
The Troubled Company Reporter said June 15, 2009, that Standard &
Poor's Ratings Services raised its corporate credit ratings on
Harrah's Entertainment and Harrah's Operating to 'CCC+' from
'CCC', reflecting S&P's assessment that the recent capital raise,
combined with an amendment to certain terms of HOC's senior
secured credit facilities, has alleviated S&P's concerns that
given S&P's expectation for operating performance this year, HOC
would not be able to remain in compliance with its senior secured
leverage ratio covenant. In addition, S&P raised the issue-level
rating on HOC's senior secured credit facilities to 'B' (two
notches higher than the 'CCC+' corporate credit rating) from 'B-'.
The recovery rating on these loans remains at '1', indicating
S&P's expectation of very high (90% to 100%) recovery for lenders
in the event of a payment default.
HINDSDALE GREYHOUND: Court OKs Sale of Section of Land to Wal-Mart
------------------------------------------------------------------
The Associated Press reports that the U.S. Bankruptcy Court in
Manchester has allowed Wal-Mart to purchase a section of land once
owned by Hinsdale Greyhound Park.
The Keene Sentinel relates that creditors who are owed money by
Hinsdale Greyhound could have $500,000 if and when the land is
sold. The court has granted a motion setting aside that sum,
which could be used to repay creditors if Wal-Mart purchases the
land, The AP states.
Hinsdale Greyhound Park is a racetrack that opened in 1958 as a
seasonal harness track. It has featured only greyhound races
since 1985.
As reported by the Troubled Company Reporter on Jan. 9, 2009,
Hinsdale Greyhound Park filed for Chapter 7 liquidation in
December 2008. It owes money to 200 to 1,000 people or
organizations, and it owes the state of Massachusetts about
$4,500. It is behind on its taxes to the tune of $327,000.
HRH CONSTRUCTION: Has Until Oct. 6 to File Schedules & Statements
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York to
extended until Oct. 6, 2009, HRH Construction LLC and HRH
Construction of New Jersey, LLC's time to file their (i) schedules
of assets and liabilities; (ii) schedules of executory contracts
and unexpired leases; and (iii) statements of financial affairs.
White Plains, New York-based HRH Construction LLC and HRH
Construction of New Jersey, LLC filed for Chapter 11 on Sept. 6,
2009 (Bankr. S.D. N.Y. Case No. 09-23665 to 09-23666). Frederick
E. Schmidt, Esq., Hanh V. Huynh, Esq., Joshua Joseph Angel, Esq.,
and Seth F. Kornbluth, Esq., at Herrick, Feinstein LLP represent
the Debtors in their restructuring efforts. The Debtor did not
file a list of its 20 largest unsecured creditors when it filed
its petition. In its petition, the Debtors listed assets and
debts both ranging from $50,000,001 to $100,000,000.
HRH CONSTRUCTION: Section 341(a) Meeting Scheduled for October 23
-----------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in HRH Construction LLC and HRH Construction of New Jersey, LLC's
Chapter 11 cases on Oct. 23, 2009, at 2:00 p.m. The meeting will
be held at the Office of the U.S. Trustee, 80 Broad Street, Fourth
Floor, New York City.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
White Plains, New York-based HRH Construction LLC and HRH
Construction of New Jersey, LLC filed for Chapter 11 on Sept. 6,
2009 (Bankr. S.D.N.Y. Case No. 09-23665 to 09-23666). Frederick
E. Schmidt, Esq., Hanh V. Huynh, Esq., Joshua Joseph Angel, Esq.,
and Seth F. Kornbluth, Esq., at Herrick, Feinstein LLP represent
the Debtors in their restructuring efforts. The Debtor did not
file a list of its 20 largest unsecured creditors when it filed
its petition. In its petition, the Debtors listed assets and
debts both ranging from $50,000,001 to $100,000,000.
HTG REAL: Wants Access to Creditors' Cash Collateral
----------------------------------------------------
HTG Real Property Management Inc. asks the U.S. Bankruptcy Court
for the Western District of Texas for authority to:
-- use cash securing repayment of loans with AR Utilities,
First National Bank, Holt Texas Ltd. dba Holt Cat and Jacobs
Family Trust; and
-- grant adequate protection to prepetition lenders.
The Debtor requires access to cash collateral to operate its
business.
The Debtor related that:
-- Indebtedness claimed by First National Bank is on account of
unpaid rent for real property, which liens allegedly were
created in recorded deeds of trust on certain tracts.
-- Indebtedness claimed by AR utilities, Holt Texas Ltd., and
Jacobs Family Trust is primarily monies owed to the creditor
based upon judgments entered against the Debtor, the alleged
liens are based upon abstract of judgments recorded in the
real property records of Bexar County. The Debtor asserts
that the said alleged liens are preferential transfers and
disputes that either the recorded abstract of judgments or
the turnover orders create a lien on rent.
The Debtor proposes to provide adequate protection by granting
First National Bank a first priority lien on postpetition rent
from the real property. The Debtor proposes to grant the Judgment
Creditors by granting a lien on postpetition rent from the real
property.
A hearing on the cash collateral motion is set for Sept. 23, 2009
at 2:30 p.m. at S.A. Courtroom 3.
About HTG Real Property Management
San Antonio, Texas-based HTG Real Property Management Inc. filed
for Chapter 11 on Aug. 27, 2009 (Bankr. W.D. Tex. Case No. 09-
53282). Steven G. Cennamo, Esq., represents the Debtor in its
restructuring effort. The Debtor did not file a list of its 20
largest unsecured creditors when it filed its petition. In its
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $500,001 to $1,000,000 in debts.
HUBER CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Huber Construction Company
9766 Fallon Avenue, #105
Monticello, MN 55362
Bankruptcy Case No.: 09-46242
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
District of Minnesota (Minneapolis)
Judge: Robert J. Kressel
Debtor's Counsel: Alan E. Brown, Esq.
Larkin Hoffman Daly & lindgren Ltd.
1500 Wells Fargo Plaza
7900 Xerxes Ave South
Bloomington, MN 55431-1194
Tel: (952) 835-3800
Email: abrown@larkinhoffman.com
Thomas Flynn, Esq.
Larkin Hoffman Daly & Lindgren
7900 Xerxes Ave South, Suite 1500
Bloomington, MN 55431
Tel: (952) 896-3362
Email: tflynn@larkinhoffman.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/mnb09-46242.pdf
The petition was signed by Joe Huber, president of the Company.
HUNTINGTON BANCSHARES: New Capital Won't Move S&P's 'BB+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Huntington Bancshares Inc. (BB+/Negative/B) remain unchanged
following the company's announcement of newly raised capital. S&P
has a favorable view of Huntington's successful completion of its
common equity offerings (totaling $1.135 billion), since
management estimated a need of $675 million in May 2009 following
regulatory stress tests.
This new capital improves the firm's tangible common equity-to-
tangible assets ratio to an acceptable 6.57% (pro forma as of
June 30, 2009) -- a significant improvement from a very weak 4.04%
at the end of 2008. The company issued $1.3 billion (3% of risk
weighted assets) in Troubled Asset Relief Program preferred stock
to the U.S. Treasury. Given the stressed economic conditions in
Huntington's Midwest market, S&P expects credit quality and
profitability will remain under pressure through 2009 and into
2010. The company has reported losses in 2008 and first-quarter
2009 due to a combination of credit losses and goodwill impairment
charges. Huntington's credit quality is weak, with problems
especially heightened in its commercial real estate and commercial
and industrial loans -- together, 58% of loans. The company's
consumer loan book has also weakened in the past year.
INDALEX HOLDINGS: Creditors Want Case Converted to Chapter 7
------------------------------------------------------------
Dawn McCarty at Bloomberg News reports that unsecured creditors
have asked the Bankruptcy Court to convert Indalex Holdings
Finance Inc.'s Chapter 11 case to liquidation under Chapter 7.
"A liquidation under Chapter 7 will yield greater net return to
the creditors," the Official Committee of Unsecured Creditors
said. "No rehabilitation is contemplated and an insider
litigation target should not be the only beneficiary of the
Chapter 11 process."
The Creditors Committee, according to Ms. McCarty, alleges that
secured creditor Sun Capital Partners Inc. is an insider "that has
received in excess of $80 million in potentially avoidable
transactions." The transactions in question consist of a $69.3
million dividend payment to Sun Indalex LLC; more than $10 million
in management fees and costs paid to Sun Capital Management; and
about $15 million in liens that didn't attach until a few months
before the bankruptcy filing.
About Indalex Holdings
Indalex Holdings Corp., a wholly owned subsidiary of Indalex
Holdings Finance Inc., through its operating subsidiaries Indalex
Inc. and Indalex Ltd., with headquarters in Lincolnshire,
Illinois, is the second largest producer of soft alloy extrusion
products in North America. The Company's aluminum extrusion
products are widely used throughout industrial, commercial, and
residential applications and are customized to meet specific end-
user requirements. Indalex operates 10 extrusion facilities, 29
extrusion presses with circle sizes up to 20 inches, a variety of
fabrication and close tolerance capabilities, two anodizing
operations, two billet casting facilities, and six electrostatic
paint lines, including powder coat capability.
Indalex is indirectly controlled by private-equity investor Sun
Capital Partners Inc. Sun Capital purchased Indalex in 2005 from
Honeywell International Inc. for $425 million. Indalex is the
12th investment by Boca Raton, Florida-based Sun Capital to file
in Chapter 11 since January 2006.
Indalex Holdings and four affiliates filed for Chapter 11 on
March 20 (Bankr. D. Del., Lead Case No. 09-10982). Donald J.
Bowman, Jr., Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, has been tapped as counsel. Epiq Bankruptcy
Solutions LLC is the claims and noticing agent. In its bankruptcy
petition, Indalex listed assets of $356 million against debt
totalling $456 million.
As reported in the TCR on July 28, 2009, the Bankruptcy Court has
authorized Indalex to sell its business to Sapa Holding AB. Sapa
offered to pay (i) $90.1 million in cash and for the Debtors' U.S.
assets; and (ii) $31.7 million in cash for the Canadian assets.
INSIGHT HEALTH: Swings to $19.7MM Net Loss for June 30 Fiscal Year
------------------------------------------------------------------
InSight Health Services Holdings Corp. reported its financial
results for the fourth quarter and fiscal year ended June 30,
2009.
InSight posted a net loss of $2.34 million for the fourth fiscal
quarter ended June 30, 2009, from a net loss of $127.7 million for
the prior fiscal year. It posted a net loss of $19.7 million for
the fiscal year ended June 30, 2009, from net income of
$27.1 million for the prior year.
InSight reported that revenues decreased 17.3% from roughly
$64.8 million for the fourth quarter of 2008, to roughly
$53.6 million for the fourth quarter of 2009. Revenues from fixed
operations decreased roughly 20.6% from roughly $40.7 million for
the fourth quarter of 2008, to roughly $32.3 million for the
fourth quarter of 2009, principally due to the disposition of
imaging centers. Revenues from mobile operations decreased
roughly 11.7% from roughly $24.1 million for the fourth quarter of
2008, to roughly $21.3 million for the fourth quarter of 2009
primarily due to reductions in reimbursement from its customers
and a decline in the number of customers served.
Revenues decreased roughly 13.5% from roughly $264.9 million for
fiscal 2008, to roughly $229.3 million for fiscal 2009. Revenues
from fixed operations decreased roughly 17.5% from roughly
$168.8 million for fiscal 2008, to roughly $139.3 million for
fiscal 2009 primarily due to the disposition of imaging centers.
Revenues from mobile operations decreased roughly 6.4% from
roughly $96.1 million for fiscal 2008, to roughly $90.0 million
for fiscal 2009 primarily due to reductions in reimbursement from
its customers and a decline in the number of customers served.
Net cash provided by operating activities was roughly
$18.1 million for fiscal 2009 and resulted primarily from Adjusted
EBITDA of roughly $39.7 million less roughly $25.3 million of cash
paid for interest, cash paid for taxes of roughly $400,000 and
various changes in InSight's balance sheet accounts, primarily
operating assets and liabilities, deferred income taxes and net
distributions from its unconsolidated partnerships.
At June 30, 2009, Insight had $176.1 million in total assets
against accounts payable and accrued expenses of $36.0 million,
notes payable, including current maturities, of $279.9 million,
capital leases, including current maturities, of $4.0 million; and
stockholders' deficit of $153.9 million.
At June 30, 2009, InSight had roughly $26.1 million in cash, cash
equivalents and restricted cash (including roughly $6.5 million
that was subject to the lien for the benefit of the senior secured
floating rate notes), and roughly $12.2 million of availability
under its revolving credit facility, based on its borrowing base.
At June 30, 2009, there were no borrowings outstanding under the
credit facility; however, there were letters of credit of roughly
$1.9 million outstanding under the credit facility.
Adjusted EBITDA increased roughly 11.4% from roughly $9.1 million
for the fourth quarter of 2008, to roughly $10.1 million for the
fourth quarter of 2009. Adjusted EBITDA decreased 1.2% from
roughly $40.2 million for fiscal 2008, to roughly $39.7 million
for fiscal 2009. Adjusted EBITDA for the fourth quarter of 2009
increased roughly 18.6% from roughly $8.5 million for the third
quarter of 2009.
Adjusted EBITDA is defined as earnings before interest expense,
income taxes, depreciation and amortization, excluding impairment
of tangible and intangible assets, gain on sales of centers,
reorganization items, net and gain on purchase of notes payable.
Kip Hallman, InSight's President and CEO, stated, "I am pleased
that we successfully executed on a number of key strategic
initiatives intended to strengthen our retail center footprint,
improve our revenue cycle management, achieve better radiologist
alignment, and reduce our operating costs. As a result, we were
able to achieve stable year over year Adjusted EBITDA and to
significantly improve our operating margins even in this very
challenging economic environment."
InSight will host a conference call to discuss results for its
fourth quarter and fiscal year ended June 30, 2009, on
September 24, 2009, at 10:00 a.m. Pacific Daylight Time. Kip
Hallman, President and Chief Executive Officer, and Keith S.
Kelson, Executive Vice President and Chief Financial Officer, will
host the conference call. To participate by telephone, please
dial 888-549-7750 or 480-629-9866 ten minutes prior to the
scheduled call.
About InSight
Lake Forest, California-based InSight Health Services Holdings
Corp. (OTCBB: ISGT) is a provider of diagnostic imaging services
through a network of fixed-site centers and mobile facilities.
InSight serves a diverse portfolio of customers, including
healthcare providers, such as hospitals and physicians, and
payors, such as managed care organizations, Medicare, Medicaid and
insurance companies, in over 30 states, including the following
targeted regional markets: California, Arizona, New England, the
Carolinas, Florida and the Mid-Atlantic states. As of June 30,
2009, InSight's network consists of 61 fixed-site centers and 112
mobile facilities.
INTERGRAPH CORPORATION: Moody's Raises Corp. Family Rating to 'B1'
------------------------------------------------------------------
Moody's Investors Service raised the corporate family rating of
Intergraph Corporation to B1 from B2 due to continued improvement
in profitability, free cash flow, and reduction in leverage.
Intergraph's corporate family rating of B1 reflects Moody's
expectations that the company will continue to improve its
profitability, while maintaining moderate leverage, its positive
operating trends, and high customer retention rates (in excess of
90%). The rating is supported by Intergraph's large recurring
revenue base from its multi-year contracts and large backlogs.
The rating is constrained by the company's shareholder friendly
strategy including the recent payment of a substantial cash
dividend. The rating is further constrained by the highly
competitive market landscape which includes formidable large-scale
and better capitalized companies.
These ratings have been changed:
* Corporate family rating to B1 from B2
* Probability of default rating to B1 from B2
These loss given default point estimates were changed:
* $75 million Senior Secured Revolving Credit Facility, Ba3, LGD3,
33% from Ba3, LGD2, 26%
* $352 million Senior Secured First Lien, to Ba3, LGD3, 33% from
Ba3, LGD2, 26%
* $200 million Senior Secured Second Lien, to B3, LGD5, 86% from
B3, LGD5, 72%
The rating outlook is stable.
The most recent rating action was on December 19, 2007, when
Moody's upgraded ratings on senior secured debt.
Intergraph is a leading provider of spatial information management
software and systems with last twelve months ended June 30, 2009,
revenues of $782 million. Headquartered in Huntsville, Alabama,
Intergraph was acquired by a consortium of private equity buyers
for $1.3 billion in 2006.
J & W DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: J & W Development, LLC
aka J & W Blue Ridge Development, LLC
2055 Trade Center Way
Naples, FL 34109
Bankruptcy Case No.: 09-20196
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
Western District of North Carolina (Bryson City)
Judge: George R. Hodges
Debtor's Counsel: David G. Gray, Esq.
81 Central Avenue
Asheville, NC 28801
Tel: (828) 254-6315
Email: judyhj@bellsouth.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company has assets of at least
$5,647,369, and total debts of $3,889,000.
The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.
The petition was signed by G. Stuart Wood, member-manager of the
Company.
JABIL CIRCUIT: Fitch Puts Stable Outlook; Has 'BB+' Rating
----------------------------------------------------------
In a special report issued, Fitch Ratings says the credit quality
of rated U.S. electronics manufacturing services issuers has
improved as companies allocated cash proceeds from recent reduced
working capital requirements toward debt reduction. Fitch's
Outlook for the sector is now Stable versus a Negative Outlook at
the beginning of the year. Fitch expects moderate revenue growth
over the intermediate term coupled with marginal improvement in
profitability to further stabilize and improve credit metrics. In
addition, liquidity remains strong for the sector with minimal
near-term maturities.
Results for the sector through the first half of 2009 were
predictably dour due to the overall economic environment but
exhibited signs of stability that the sector has been missing over
the past several years. Specifically, it appears competitors have
maintained rational behavior in regard to pricing, which when
combined with reduced overall capacity in the sector has enabled
EMS vendors to maintain margins at or above levels of early 2007
despite declines of more than 20% in revenue.
Fitch believes management teams appear to be taking a disciplined
approach to their respective balance sheets and expects only
modest share repurchases, if any, over the next year in preference
to preserving liquidity to support increased working capital
requirements once normalized revenue growth returns.
There are credit concerns however, with a focus on the potential
for pricing pressure to negatively affect profitability and cash
flow going forward. While Fitch believes pricing has remained
healthy so far through the downturn, several EMS vendors have
commented on increasing price competition in the industry. In
addition, further revenue declines could lead to additional
restructuring activity, negatively affecting cash flow for several
quarters.
Companies covered in the EMS report are:
* Celestica Inc. -- Rated 'BB-', Stable Outlook;
* Flextronics International Ltd. -- Rated 'BB+', Stable Outlook;
* Jabil Circuit, Inc. -- Rated 'BB+', Positive Outlook;
* Sanmina-SCI Corp. -- Rated 'B', Stable Outlook.
JARDEN CORPORATION: Quarterly Dividend Won't Affect Moody's Rating
------------------------------------------------------------------
Moody's Investors Service said Jarden's recently announced
implementation of a quarterly dividend does not affect its SGL 2
liquidity rating, B1 corporate family rating or stable outlook.
The last rating action on Jarden Corporation was an upgrade to
both its senior secured credit facility to Ba2 and to its
speculative grade liquidity rating to SGL 2 on May 20, 2009.
Jarden Corporation is a manufacturer and distributor of niche
consumer products used in and around the home. The company's
primary segment include Consumer Solutions (which distributes
kitchen appliances, fire detection and suppressant systems, and
home vacuum packaging systems), Branded Consumables (which
distributes playing cards, arts and crafts, plastic cutlery and
firelogs), and Outdoor solutions (which distributes a variety of
outdoor leisure products under the K2, PureFishing, Coleman and
Campignaz brands). Headquartered in Rye, NY the company reported
consolidated net sales of approximately $5.2 billion for the
twelve months ending June 30, 2009.
JBS USA: Moody's Gives Positive Outlook; Affirms 'B1' Rating
------------------------------------------------------------
Moody's Investors Service changed the rating outlook of JBS USA,
LLC, to positive from stable based on the expected receipt of up
to $2.5 billion in new common equity to fund the acquisition of
Pilgrim's Pride Corporation and to reduce debt in the global
consolidated JBS enterprise. Moody's affirmed the company's B1
senior unsecured debt rating. The corporate family rating of
ultimate parent JBS S.A. is B1 and its outlook is positive.
Rating affirmed:
-- $700 million senior unsecured Notes due 2014, and guaranteed
by JBS S.A., at B1
JBS S.A., through subsidiary JBS USA Holdings, Inc., has agreed to
purchase 64% of Pilgrim's Pride Corporation, currently in
bankruptcy, for $800 million in cash. The $800 million will be
funded with a portion of the $2.5 billion from the sale of up to
26.3% common equity interest in JBS USA Holdings, the immediate
parent of JBS USA, LLC, to a private investor. Moody's expects
that Pilgrim's Pride planned $1.75 billion senior secured exit
facility will be standalone, with no guarantees or other support
from any JBS entity. In the quarter ending June 27, 2009,
Pilgrim's Pride reported approximately $108.6 million in operating
profit, a significant improvement over the two prior quarters.
Stronger chicken prices following industry capacity reductions,
and lower feed-grain costs, have boosted the margins of domestic
chicken producers in 2009.
The change in outlook to positive at ultimate parent JBS S.A. is
based on the expectation that part of the excess proceeds from the
$2.5 billion equity issue will be applied to debt reduction within
the consolidated company. The outlook change also recognizes the
benefits of further size, scale and diversification as well as the
significant synergy opportunities that transactions with Pilgrim's
Pride and also Bertin bring to JBS S.A. Finally, Moody's further
anticipates that JBS USA Holdings will execute its plan for an
initial public offering in the near term.
With these transactions, ultimate parent JBS S.A. will become the
world's largest animal protein company. JBS S.A. currently has
total management and ownership control of issuer JBS USA, LLC, and
its immediate holding company JBS USA Holdings, Inc. -- including
the ability to formulate strategy. JBS S.A.'s ownership stake in
JBS USA Holdings will fall upon the issuance of $2.5 billion
equity to a private investor, and will drop further upon the
proposed IPO; but JBS S.A. is likely to remain the controlling
shareholder, and the Batista family is expected to be the
controlling shareholder of JBS S.A. JBS S.A. guarantees LLC's
$400 million unrated 'ABL' expiring in November 2011 and the rated
Notes. There is some intercompany debt owed by JBS USA Holdings
to the Brazilian parent JBS S.A. LLC's ABL and its Notes allow
for the payment of dividends up to 50% of consolidated net income
as defined, and do not limit the amount of loans that Holdings or
LLC can make to JBS S.A. The US businesses currently account for
the majority of JBS S.A.'s global consolidated operations. For
these reasons, the B1 corporate family rating of JBS S.A. is the
basis for the rating for LLC's Notes. The rating of the Notes is
also at the same level as JBS S.A.'s $300 million 10.5% senior
unsecured notes due 2016, which are guaranteed by JBS USA
Holdings, by LLC and by Swift Beef.
Moody's most recent rating action for JBS USA, LLC, on April 14,
2009, assigned a B1 rating to this issuer's Notes, with a stable
outlook. On April 27, 2009, Moody's commented that the outbreaks
of influenza A (H1N1) had not at that time had an impact on the
rating of the issuer.
JBS USA, LLC, is one of the world's leading beef and pork
processing companies. Its largest business segments are domestic
beef processing (70.1% of fiscal 2008 sales, pro forma for a full
year of Smithfield beef), domestic pork processing (16.1%) and
beef operations in Australia (13.8%). Reported sales for the
twelve months ended June 30, 2009, were approximately
$13.4 billion. JBS USA, LLC, is ultimately wholly owned by JBS
S.A., the world's largest beef producer in terms of slaughter
capacity.
JOURDAN RIVER ESTATES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Jourdan River Estates, LLC
aka Jordan River Estates, LLC
38 Chateau Trianon
Kenner, LA 70065
Bankruptcy Case No.: 09-13233
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
Eastern District of Louisiana (New Orleans)
Judge: Jerry A. Brown
Debtor's Counsel: Jan Marie Hayden, Esq.
650 Poydras Street, Suite 2500
New Orleans, LA 70130
Tel: (504) 299-3300
Fax: (504) 299-3399
Email: jhayden@hellerdraper.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by Earl E. Weber Jr., member of the
Company.
KIRK CORP: Files Fourth Amended Reorganization Plan
---------------------------------------------------
Mary Ellen Podmolik at Chicago Tribune reports that Kirk Corp. has
filed a fourth amended reorganization plan, which would, among
other things, speed payments to JPMorgan Chase and cut the balloon
payment to the bank in 2024 to $15.6 million, from $38.2 million.
According to Chicago Tribune, the Plan wouldn't let Kirk use
JPMorgan Chase's funds to acquire new land or start new
developments without the bank's permission.
Chicago Tribune relates that Kirk President and CEO John Carroll
outlined on Friday the financial parts of the plan and how
JPMorgan Chase's lien would be protected. The report states that
Scott Peltz -- the Company's financial adviser and managing
director of RSM McGladrey Inc. -- said that he believes the plan
is feasible, as it assumes a sluggish real estate market with
depressed home prices that slowly recover. According to the
report, Kirk's plan calls for the construction of 87 homes in 2010
and increase that to almost 500 new homes in 2014.
Kirk Homes, an industry leader in sustainable development
initiatives and preservation of open space, is currently building
communities in Bolingbrook, Hoffman Estates, Lakemoor, and
Woodstock. Kirk Corporation is based in Streamwood, Illinois.
Kirk voluntarily filed for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the Northern District of Illinois.
KNOLOGY INC: Proposed Amendment Won't Affect Moody's 'B1' Rating
----------------------------------------------------------------
Moody's Investors Service said that Knology Inc.'s proposed
amendment and partial extension of its existing senior secured
credit facility would not have a meaningful impact on the
company's credit profile, and hence will not impact ratings,
including the B1 Corporate Family Rating, B2 Probability of
Default Rating and SGL-2 speculative grade liquidity rating.
Successful completion of the in-market transaction would extend
the maturity date for $250 million of Knology's $593 million in
term loans by three years, to June 2015. The aggregate revolver
commitments would also be increased, as proposed, from $25 million
to $35 million. The rating outlook remains stable.
The last rating action for Knology was on August 27, 2009 when
Moody's upgraded the company's CFR to B1 from B2 and its PDR to B2
from B3.
Knology, Inc., is an "overbuild" provider of video, high speed
data, and telephony services to approximately 231,050 video
subscribers. These subscribers are primarily located in the
Southeast and portions of the Midwest. The company generated
revenue of $419 million for twelve month period ended June 30,
2009.
KRONOS INT'L: Deutsche Bank Amends Loan, Sets New Covenants
-----------------------------------------------------------
Effective September 15, 2009, certain indirect operating
subsidiaries of Kronos International, Inc. -- Kronos Titan GmbH,
Kronos Europe S.A./N.V., Kronos Titan AS, Titania AS, Kronos Norge
AS, and Kronos Denmark ApS -- entered into a Fourth Amendment
Agreement Relating to a Facility Agreement dated June 25, 2002,
with Deutsche Bank AG, as mandated lead arranger, Deutsche Bank
Luxembourg S.A., as agent for the finance parties and security
agent for the secured parties, and the lenders participating in
the amended revolving credit facility.
The Amendment amends certain terms and conditions of the original
EUR80 million secured revolving credit facility between the
Obligors and the Lenders.
Among other things, the Amendment provides that until the Obligors
meet a specified ratio of net secured debt to earnings before
income taxes, interest and depreciation -- Original Leverage Test:
1. borrowings outstanding under the Amended Revolving Credit
Facility shall bear interest at LIBOR, or if a loan or
liability is in euros, EURIBOR, plus a margin ranging from
3.0% to 4.0%, depending on the amount of the outstanding
loans and letters of credit as a percentage of the
Lenders' total commitments under the Amended Revolving
Credit Facility;
2. the Obligors must comply with two new financial covenants
(in both cases commencing with the period ending
September 30, 2009):
-- certain minimum earnings before income, taxes, interest
and depreciation on a quarterly or a cumulative basis,
and
-- maintain a minimum ratio of net working capital to net
financial debt;
3. the Obligors must continue to comply with the existing
required ratio of net financial debt to equity ratio; and
4. with certain permitted exceptions (including without
limitation payments made in relation to trade payables on
their due date arising from contracts entered into on
market terms and conditions), Kronos Worldwide, Inc., a
parent corporation of the Company, and its subsidiaries
(exclusive of the Obligors) cannot borrow money from the
Obligors, and the Obligors cannot make payments to, give a
guaranty or indemnity for the benefit or assume a
liability of, Kronos Worldwide or such subsidiaries.
Once the Obligors have met the Original Leverage Test, the
Obligors will no longer be required to comply with the financial
covenants or comply with the limitation specified in paragraph 4,
and borrowings outstanding under the Amended Revolving Credit
Facility would then bear interest at LIBOR, or if a loan or
liability is in euros, EURIBOR, plus a margin of 1.75%.
Additionally, until the Obligors have complied with paragraph 2
and 3 through the quarterly period ending March 31, 2010 and
delivered evidence to the Agent that the Obligors' loss before
taxes for the financial year ending December 31, 2009 has not
exceeded $56 million, the maximum amount of outstanding loans and
letters of credit under the Amended Revolving Credit Facility
cannot exceed EUR51 million.
The Amended Revolving Credit Facility matures on May 26, 2011.
The facility is collateralized by the accounts receivable and the
inventories of the Borrowers and a limited pledge of all of the
other assets of Kronos Europe S.A./N.V. The facility contains
representations, warranties and covenants customary in lending
transactions of this type. In addition to the restrictive
covenants already described in this current report, certain other
covenants in the Amended Revolving Credit Facility restrict the
ability of the Borrowers to incur debt, incur liens, pay dividends
or merge or consolidate with, or sell or transfer all or
substantially all of their assets to, another entity. Failure to
comply with the covenants contained in the Amended Revolving
Credit Facility could result in the acceleration of any
outstanding balance under the facility prior to its stated
maturity date. In addition, any such outstanding balance under
the facility could be accelerated in the event that other debt or
obligations of the Borrowers or the Company were to be
accelerated. The Company and the Borrowers have no material
relationship with the Lenders other than the Amended Revolving
Credit Facility described.
As reported by the Troubled Company Reporter, lenders under a
revolving credit facility entered into by certain of Kronos
International's operating subsidiaries on August 31, 2009, waived
compliance with the required financial ratio of the Borrowers' net
secured debt to earnings before income taxes, interest and
depreciation under the loan agreement for the 12-month period
ending August 31, 2009. Among other things, the waiver moved the
next required Debt Ratio measurement period to the 12-month period
ending September 15, 2009. The Borrowers did not pay any fee to
the Lenders to obtain the waiver.
About Kronos
Kronos International Inc. is a wholly owned subsidiary of Kronos
Worldwide, Inc. The Company is a global producer and marketer of
value-added titanium dioxide pigments -- TiO2 -- which is used for
a variety of manufacturing applications, including plastics,
paints, paper and other industrial products. For the six months
ended June 30, 2009, approximately three-fourths of the Company's
sales volumes were into European markets. The Company believes it
is the second largest producer of TiO2 in Europe with an estimated
19% share of European TiO2 sales volumes. Its production
facilities are located throughout Europe.
As of June 30, 2009, the Company had total assets of
$1.028 billion against total current liabilities of $221.0 million
and total noncurrent liabilities of $716.8 million, resulting in
stockholder's equity of $90.6 million.
LANDAMERICA FIN'L: Amer. Capital Wants FRBP 2004 Probe on LAC
-------------------------------------------------------------
Stephen K. Gallagher, Esq., at Venable LLP, in Vienna, Virginia,
relates that prior to filing its Chapter 11 petition, Debtor
LandAmerica Assessment Corporation was a defendant in a lawsuit
brought by American Capital, Ltd., for negligence and negligent
misrepresentation associated with property condition assessments
performed by LAC. The lawsuit, docketed as American Capital v.
LandAmerica Assessment Corp., C.A. No. RWT-08- 3459, was
commenced in the Circuit Court of Montgomery County, Maryland,
and was subsequently removed to the United States District Court
for the District of Maryland on December 29, 2008. Pursuant to
Section 362 of the Bankruptcy Code, the Lawsuit is presently
stayed.
Mr. Gallagher notes that as it underwrote two commercial loans
aggregating $19 million secured by two multi-family apartments in
Texas, Wachovia Bank retained LAC to perform property condition
assessments of both apartments. Wachovia Bank sold the Loans
secured by the properties pursuant to a Mortgage Loan Purchase
Agreement and the Loans were later transferred into a trust. The
beneficiaries of the Trust, including as American Capital, are
holders of multiple classes of mortgage pass-through
certificates.
As alleged in the American Capital Complaint, the property
condition reports identified $123,000 worth of immediate or
short-term repairs when, in fact, the apartments required more
than $2 million in immediate or short-term repairs, Mr. Gallagher
points out.
Mr. Gallagher tells the Court that American Capital attempted to
obtain from LAC, without success, information on whether any of
LAC's insurers may have an obligation to indemnify LAC for the
claims asserted by American Capital. He avers that identifying
whether or not one or more of LAC's insurers may have an
obligation to indemnify LAC for the claims asserted by American
Capital is necessary for American Capital to fully understand its
claims against the estate, potential sources of recovery for its
claims, and to assess the need for the continuation of the
automatic stay.
Accordingly, American Capital seeks the Court's permission to
conduct an examination of LAC's designated representatives
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, regarding the identity of LAC's insurers and the
potential obligation of one or more of LAC's insurers to
indemnify LAC for the claims asserted in the American Capital
Lawsuit.
American Capital also seeks the production of certain documents
prior to the Rule 2004 Examination.
LAC, however, objects to American Capital's request to the extent
that it seeks to discover privileged information, namely certain
communication between LAC and ACE Insurance. LAC asserts that
not only are the communications privileged under the attorney-
client privilege, but the communications are also privileged from
discovery under the work product doctrine.
In response, American Capital contends that LAC's objection fails
to provide any details by which the Court can assess LAC's claims
of privilege. It fails to provide a description of the documents
allegedly protected by attorney-client privilege, the attorneys
allegedly involved with those communications, the role the
attorneys played in relation to the communication, or even a
generalized description of the type of communications that LAC
asserts to be privileged, Mr. Gallagher says, on LAC's behalf.
Accordingly, LAC has failed to carry its burden justifying its
claim of privilege, American Capital argues.
About LandAmerica Financial
LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents. LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.
LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Dion W. Hayes,
Esq., and John H. Maddock III, Esq., at McGuireWoods LLP, are the
Debtors' bankruptcy counsel. In its bankruptcy petition, LFG
listed total assets of $3,325,100,000, and total debts of
$2,839,800,000 as of Sept. 30, 2008.
On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief. Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.
LandAmerica Credit Services, Inc., filed for Chapter 11 in July
2009.
Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)
LANDAMERICA FIN'L: Gets Court Nod for Deal With FNF & Underwriters
------------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Debtors LandAmerica Financial Group, Inc., and
Southland Title Corporation, Southland Title of Orange County,
and Southland Title of San Diego sought and obtained the Court's
permission for their entry into settlement agreement with
Fidelity National Financial, Inc., and Underwriting Companies
Commonwealth Land Title Insurance Company, United Capital Title
Insurance Company and Lawyers Title Insurance Corporation for the
resolution of claim the parties have against each other.
As previously reported, LFG, Fidelity National Title Insurance
Company, and Chicago Title Insurance Company entered into a Stock
Purchase Agreement in November 2008, whereby FNTIC and CTIC
purchased LFG's interests in Underwriters CLTIC, UCTIC, and LTIC.
FNF also purchased all outstanding capital stock of LoanCare
Servicing Center, Inc., and LC Insurance Agency, Inc., for
$16.3 million. In connection with these Agreements, the Parties
have asserted claims against each other.
Parties' Claims
The Debtors asserted these claims against FNF and its affiliates:
* Claims that FNF willfully and illegally misappropriated and
interfered with the business of the Southland Entities and
improperly hired substantially all of the entities'
employees in violation of the terms of the SPA and
applicable law;
* Claims to recover certain third party notes and proceeds
that were reported on the balance sheet of LFG or its
retained subsidiaries; and
* Claims for payment of principal and interest on account of
Contractual adjustments to the calculation of UCTIC's net
worth.
Likewise, FNF also asserted these claims against the Debtors:
* Claims for services rendered to LFG pursuant to a Transition
Services Agreement related to the stock sale of the
Underwriters to FNF;
* Claims against the Debtors for funds that were inadvertently
deposited by employees of the Underwriters prior to the
Petition Date into certain of the Debtors' bank accounts;
* Unliquidated claims of at least $142.5 million on account of
alleged breaches by LFG of certain representations contained
in the SPA concerning material liabilities and existing or
threatened claims, actions, or lawsuits and failed to
reserve for those liabilities. The Claim is designated as
Claim No. 1804; and
* Claim No. 1805 filed by FNF against LES asserting an
unliquidated indemnity Claim against LES to the extent it
suffers any losses due to litigation brought against FNF by
certain customers of LES.
In addition, Dion W. Hayes, Esq., at McGuirewoods LLP, in
Richmond, Virginia, notes that although not required pursuant to
the Stock Purchase Agreement, on or prior to September 15, 2009,
LFG has the ability to make a unified loss election under Section
1.1502- 36(d)(6) of the Treasury Regulations to reduce its tax
basis in the stock of the Underwriters. If various tax
requirements are satisfied, the Election could provide potential
value to FNF by allowing the Underwriters to potentially preserve
certain tax attributes that could offset taxable income in future
periods.
Global Settlement
In order to consensually resolve all Claims asserted among
themselves, the Debtors, FNF and the LFG Creditors Committee
began negotiations and ultimately reached an agreement in
principal regarding a global settlement of the Claims on
September 8, 2009.
The parties' Settlement Agreement generally provides that FNF
agree to pay LFG cash consideration in exchange for its agreement
to make the Election and all Parties would agree to globally
release their Claims against one another and their affiliates.
Specifically, the Parties agree that:
(1) LFG will include with its timely filed U.S. federal income
tax return for the tax year ended December 31, 2008, a
Statement in which LFG elects pursuant to Section 1.1502-
36(d)(6) of the Treasury Regulations to reduce the basis
in the stock of each of the Underwriters to the extent of
the Underwriter's respective "attribute reduction amount"
associated with the transactions effected by the Stock
Purchase Agreement. The 2008 tax return to be filed by
LFG will contemplate that after giving effect to the
election provided in the Settlement Agreement, an
aggregate amount of net operating losses of the
Underwriters will be carried forward to the first year
immediately following December 22, 2008 of not less than
$174 million.
(2) FNF will wire transfer to LFG $5.225 million as cash
consideration for LFG making the Unified Loss Election.
(3) FNF agrees that the Notes to the Settlement Agreement are
assets of LFG. FNF agrees to assign any of its rights and
interests in the Notes and, except for $267,931 already
collected by FNF's affiliate related to the Notes, any
related proceeds to LFG, free and clear of any liens and
encumbrances imposed by FNF and its affiliates.
A full-text copy of the LFG/FNF/Underwriters Claims Settlement
Agreement is available for free at:
http://bankrupt.com/misc/LandAm_ElectionSettlementPact.pdf
About LandAmerica Financial
LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents. LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.
LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Dion W. Hayes,
Esq., and John H. Maddock III, Esq., at McGuireWoods LLP, are the
Debtors' bankruptcy counsel. In its bankruptcy petition, LFG
listed total assets of $3,325,100,000, and total debts of
$2,839,800,000 as of Sept. 30, 2008.
On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief. Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.
LandAmerica Credit Services, Inc., filed for Chapter 11 in July
2009.
Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)
LE-NATURE'S INC: Court Won't Release Wachovia From RICO Suit
------------------------------------------------------------
The Hon. Donetta W. Ambrose of the U.S. District Court for the
Western District of Pennsylvania refused to release Wachovia Corp.
from a racketeering lawsuit filed by the liquidation trustee for
Le-Nature's Inc., alleging that the bank and others aided a
fraudulent scheme piloted by Le-Nature's former CEO, according to
Law360.
Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks. Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.
Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454). On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code. Judge McCullough converted Le
Nature's Inc.'s case to a Chapter 11 proceeding. The Debtors'
cases are jointly administered. The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.
Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts. The Court appointed
R. Todd Neilson as Chapter 11 Trustee. Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq., at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors. Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders. Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.
In July 2008, the Chapter 11 plan of liquidation for Le-Nature's
took effect.
LEHMAN BROTHERS: Court Approves Bingham as Special Counsel
----------------------------------------------------------
The Bankruptcy Court has authorized Lehman Brothers Holdings Inc.
and its affiliates to employ Bingham McCutchen as special counsel,
nunc pro tunc to August 1, 2009.
In November 2008, the Debtors sought and obtained authority to
employ McKee Nelson LLP as special tax counsel. In March 2009,
the Debtors also sought and obtained authority to employ McKee
for additional securitization and capital markets matters.
McKee combined with Bingham McCutchen LLP effective August 1,
2009. As a result of the combination, all of the McKee attorneys
who previously represented the Debtors are now partners, counsel
or associates of Bingham, and they will continue to represent the
Debtors in these matters.
At the direction of the Debtors, Bingham has performed work on
the Debtors' tax controversy, securitization and capital markets
matters in good faith beginning on August 1, 2009, to properly
advance and protect the interests of the Debtors.
The Debtors will pay Bingham at its regular hourly rates for
legal and non-legal personnel, and reimburse the firm for all
reasonable and necessary expenses. Bingham's hourly rate
structure for its domestic offices:
Partners and Of Counsel $605 to $995
Associates and Counsel $300 to $590
Paraprofessionals $215 to $305
Bingham will not charge rates in excess of rates previously
charged by McKee in connection with the Debtors' Chapter 11
cases, except to the extent any increases are a result of the
Firm's annual adjustments.
Rajiv Madan, Esq., a partner at Bingham McCutchen LLP, assures
the Court that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Mr. Madan discloses that as of June 30, 2009, McKee had billed
the Debtors approximately $6,305,000 for fees and expenses
related to tax matters and $311,900 for fees and expenses related
to securitization and capital markets matters.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Court Approves Citadel as Data Consultant
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Lehman Brothers Holdings Inc. to employ Citadel
Solutions LLC as their data consultant pursuant to a revised
interim agreement governing the employment of the firm. The
revised interim agreement provides, among other things, that
neither LBHI nor Citadel will be held liable for damages caused
by any breach of the agreement. The agreement also no longer
imposes a cap on damage claims for a breach of confidentiality by
Citadel.
Citadel Solutions LLC is being hired as data processing and
workflow automation consultant. The Debtors tapped the firm to
provide help in utilizing the information technology
infrastructure, which they sold to Barclays Capital Inc. as part
of the sale of their North American business to the U.K. bank.
The Debtors use the IT infrastructure to provide internal support
to their businesses and to manage asset portfolios of their
clients. After their employees, who were familiar with the
technology, transferred to Barclays as part of the sale, the
Debtors have depended on the U.K. bank to help them access the
infrastructure.
Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
says that outsourcing the Debtors' data processing and workflow
automation needs would help the Debtors reduce the costs of
administering their estates.
"By outsourcing their requirements to a third party such as
Citadel, the Debtors believe they can save approximately [$10
million] annually and have access to more efficient platform than
currently available to the Debtors," Mr. Krasnow says.
As consultant, Citadel is tasked to gather and review background
information to prepare for data processing and workflow
automation; establish account structure for the firm's services;
configure the Debtors' technology platform to facilitate
interaction with and for counterparties and providers; convert
certain live portfolio data; and train LBHI's staff to prepare
for live data processing.
Citadel will be paid at an hourly rate, which will be benchmarked
against the average cost for the type of services provided by
other administrators and service providers. The firm's hourly
rate specifically ranges from $225 for staff members to $750 for
managing directors. In addition, Citadel will be reimbursed of
its expenses.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Court OKs Settlement With 2 Units on Loans
-----------------------------------------------------------
Lehman Brothers Holdings Inc. obtained approval from the
Bankruptcy Court of an agreement with two of its wholly-owned
subsidiaries, Lehman ALI Inc. and Lehman Re Ltd., to settle their
dispute over the sale of certain loans.
The dispute stemmed from the decision of Lehman Commercial Paper
Inc. and another unit to sell to Lehman Re certain residential
and commercial mortgage and mezzanine loans, which they purchased
from LBHI and Lehman ALI. The move was criticized by LBHI and
Lehman ALI, both of which questioned the right of LCPI to sell
those loans.
Under the settlement, LBHI, Lehman ALI, and LCPI agreed to
execute and deliver to Lehman Re certain assignment documents
with respect to each loan and confirm that Lehman Re has been the
sole owner of the loans since September 17, 2008. In return,
Lehman Re will assume the future funding obligations of LBHI,
Lehman ALI, and LCPI under the loans from and after September 17,
2008; pay $1 million to those companies; and grant them a right
of first offer to purchase some of the loans. The companies also
agreed to release each other from all claims arising after
September 17, 2008.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Gets Court Nod to Employ Windels Marx as Counsel
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. obtained the Court's authority to
employ Windels Marx Lane & Mittendorf, LLP, as special counsel,
nunc pro tunc to May 1, 2009.
Windels Marx has represented certain Debtors, including Lehman
Brothers Holdings, Inc., Lehman Commercial Paper, Inc., and LB
Rose Ranch LLC, in connection with various real estate
transactions and ancillary matters, including matters relating to
mortgage loans, equity investments, mezzanine debt, loan
restructurings, and mortgage foreclosures.
Windels Marx had previously been performing legal services on
behalf of the Lehman Entities as an Ordinary Course Professional.
Windels Marx has exceed the $150,000 monthly compensation cap for
OCPs, thus the Debtors seek to employ Windels Marx under Sections
327(e) and 328(a) of the Bankruptcy Code.
The Debtors will pay Windels Marx in accordance with the firm's
hourly rates:
Partners $440 to $700
Counsel $365 to $495
Associates $315 to $410
Paralegals $170 to $235
Robert A. Rossi, Esq., a member of Windels Marx Lane &
Mittendorf, LLP, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
Mr. Rossi, however, discloses that the Debtors owe Windels Marx
approximately $2,857,393 in unpaid fees and expenses from the
Debtors for prepetition services rendered by Windels Marx
unrelated to the Chapter 11 cases. Windels Marx has not received
payment of any of these outstanding amounts.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Gets Court Nod of Settlement With Orange Beach
---------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors obtained
approval of a settlement agreement with Orange Beach Member LLC.
The Debtors entered into the agreement to resolve the terms of
the mezzanine loan in the sum of $10.3 million that they provided
to Orange Beach and its unit, CRIII LLC, to finance the purchase
of 20 individual parcels of land and the construction of a
residential condominium in Orange Beach, Alabama. Orange Beach
and CRIII allegedly failed to pay off the loan.
The mezzanine loan remains in default and, LBHI estimates that
the land owned by CRIII is worth no more than $21.8 million,
which is far less than the $35 million senior loan held by Bank
of America to which the mezzanine loan is subordinate. Orange
Beach availed of the senior loan to finance the construction in a
separate agreement with LaSalle Bank National Association. In
contrast with the senior loan, the mezzanine loan is not secured
by a general guaranty of payment.
Under the settlement agreement, the Debtors and Orange Beach
agree that:
(1) the land will be sold for $32.5 million upon the terms and
conditions of a purchase agreement between CRIII and a
third-party purchaser;
(2) LBHI will release Orange Beach Member and certain of its
affiliates from any further liability under their loan and
net profit agreements; and
(3) Orange Beach Member will pay $90,000 to LBHI to offset
LBHI's consultant and legal fees.
A full-text copy of the settlement agreement is available for free
at http://bankrupt.com/misc/LehmanSettlementOrange.pdf
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: LBI Trustee Wants to Decide on Leases by Jan. 12
-----------------------------------------------------------------
James Giddens, trustee for the liquidation of Lehman Brothers
Inc.'s business, asks the Court to extend the deadline for
assuming or rejecting the company's executory contracts and
unexpired leases to January 12, 2010.
Mr. Giddens says the extension would give him enough time to
determine whether the assumption or assignment of LBI's contracts
and leases would be beneficial to the estate and advance the
purpose of the liquidation.
"Counterparties will not be prejudiced by this further extension
as their rights to seek an order to shorten the Trustee's time to
assume or reject any particular executory contract or unexpired
lease will be preserved," Mr. Giddens assures the Court.
The hearing to consider approval of the proposed extension is
scheduled for September 15, 2009. Creditors and other concerned
parties have until September 10, 2009, to file their objections.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: New York's MTA Terminates Swaps
------------------------------------------------
Michael McDonald and Chris Dolmetsch at Bloomberg News report that
New York's Metropolitan Transportation Authority paid $9.6 million
to Lehman Brothers Holdings Inc. after the bank's bankruptcy
triggered the termination of two interest-rate swaps. "It just
breaks my heart that we had to throw $9 million down another Wall
Street rat hole," Doreen M. Frasca, member of the MTA's board,
said at a finance committee meeting Sept. 21 in the authority's
midtown Manhattan headquarters.
Bloomberg relates that the MTA, which operates the largest mass
transit system in the Americas, paid Lehman to end the agreements,
which were used to lock in fixed interest payments on variable-
rate bonds. The state agency still has swaps with New York-based
bond insurer Ambac Financial Group Inc., New York-based American
International Group Inc. and Zurich-based UBS AG, according to
Finance Director Patrick McCoy.
Ms. Frasca, according to Bloomberg, said the agency shouldn't use
the transactions anymore because they "simply are not worth the
risks that are associated with them." In a swap two parties agree
to exchange payments tied to bonds, usually a fixed for a variable
one. Lehman's bankruptcy last September triggered the termination
of thousands of such derivative contracts.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
LEWIS EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lewis Equipment Company, Inc.
1829 W. Shady Grove Road
Grand Prairie, TX 75050
Case No.: 09-45785
Debtor-affiliates filing separate Chapter 11 petitions:
Entity Case No.
------ --------
LWL Management, LLC 09-45786
Hardrock Machine Shop, LLC 09-45787
Great White Transportation, LLC 09-45788
Lewis Crane & Hoist, Inc. 09-45790
Rock Island Rigging, Inc. 09-45792
Hardrock Road Properties, LLC 09-45814
Type of Business: The Debtor operates a construction business.
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
Northern District of Texas (Ft. Worth)
Judge: Russell F. Nelms
Debtor's Counsel: Davor Rukavina, Esq.
Munsch, Hardt, Kopf & Harr
500 N. Akard Street, Ste. 3800
Dallas, TX 75201-6659
Tel: (214) 855-7587
Fax: (214) 978-5359
Email: drukavina@munsch.com
Estimated Assets: $100,000,001 to $500,000,000
Estimated Debts: $100,000,001 to $500,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
LLC 1 07CH12487: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: LLC 1 07CH12487
20 North Clark Street, Suite 2450
Chicago, IL 60602
Bankruptcy Case No.: 09-34729
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Bruce W. Black
Debtor's Counsel: Harold L. Moskowitz, Esq.
Law Offices of Harold Moskowitz
55 West Monroe Street, Suite 1100
Chicago, IL 60603
Tel: (312) 346-6610
Fax: (312) 422-8001
Email: hlmatty@aol.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by Joseph Varan, manager of the Company.
LYONDELL CHEMICAL: Reliance Industries Eyeing Assets
----------------------------------------------------
Reliance Industries is looking at acquiring some or all of
LyondellBasell's assets, Reuters reports, citing people familiar
with the matter.
According to CNBC-TV18, sources said that Reliance could make a
cash payment of $3.25 billion to Lyondell's vendors for the deal.
Reuters states that Lyondell spokesperson David Harpole said that
the Company is putting together a rights offering to provide the
Company with additional liquidity after it emerges from Chapter 11
bankruptcy.
LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies. It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels. Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.
Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company. LyondellBasell became saddled with
debt as part of the US$12.7 billion merger. On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts. The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11. In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.
The Hon. Robert E. Gerber presides over the case. Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel. Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors. AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities. Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.
Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations. The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.
Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors. On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code. All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes. The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.
Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
MAINLINE CONTRACTING: County Must Go to Bankr. Court to Get Paid
----------------------------------------------------------------
Alan Wagmeister at WFMY News 2 reports that the Forsyth County
Airport Commission must go to bankruptcy court to try to get tax
dollars back from Mainline Contracting, Inc. According to WFMY
News, Smith Reynolds Airport had hired Mainline Contracting to
construct a runway safety area. The Airport Commission of Forsyth
County said in a statement that it "has a contract with Mainline
Contracting, Inc., to construct a runway safety area at Smith
Reynolds Airport. Although the Commission has not been contacted
by Mainline regarding this, the Commission has learned that
Mainline filed for bankruptcy on Tuesday, September 15, 2009. The
Commission has no further information on this matter. The
Commission engaged an attorney to represent the interests of the
commission in the bankruptcy proceedings,"
WFMY News relates that the North Carolina Department of
Transportation sent Mainline Contracting a letter on August 28,
2009, asking them to attend a meeting about subcontractors not
being paid. After meeting with Mainline Contracting
representatives on September 9, NCDOT sent a letter to the Company
notifying that Mainline Contracting would be removed from the
bidder list, says the report. The report states that NCDOT still
has one contract with Mainline Contracting for street improvements
in New Hanover County for more than $3.8 million, which wasn't
part of the recovery act.
Mainline Contracting, Inc., operates a construction company in
Durham, North Carolina. The Company filed for Chapter 11
bankruptcy protection on September 15, 2009 (Bankr. E.D. N.C. Case
No. 09-07927). Jason L. Hendren, Esq., at Hendren & Malone, PLLC,
and Rebecca F. Redwine, Esq., and William P. Janvier, Esq., at
Everett, Gaskins, Hancock & Stevens, LLP, assist the Debtor in its
restructuring efforts. The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in debts.
MAMMOTH CARLSBAD I LLC: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Mammoth Carlsbad I, LLC
29222 Rancho Viejo Road #203
San Juan Capistrano, CA 92675
Case No.: 09-14052
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
Southern District of California (San Diego)
Judge: Louise DeCarl Adler
Debtor's Counsel: Thomas C. Corcovelos, Esq.
1001 6th St, Ste. 150
Manhattan Beach, CA 92066
Tel: (310) 374-0116
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by Robert L. Wish.
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
J&S Power Cleaning Services $215
AT&T $327
Spectrum Property Management $332
Waste Management $377
Servi-Tek Janitorial Services $396
Aqua Tech Pool Care $450
AAA Property Services $501
City of Carlsbad $570
Rancho Santa Fe $630
Protective Services
City of Carlsbad $705
Heaviland Enterprises, Inc. $860
Heaviland Enterprises, Inc. $860
BCI, Inc./Phoenix Issa $1,486
ThyssenKrupp Elevator Corp $1,500
Big Mike Electric $1,875
Heaviland Enterprises, Inc. $2,976
Rotsheck Construction $3,400
Ontario Refrigeration $3,711
Mammoth Equities Construction $50,811
Group, Inc.
San Diego County Treasurer $162,769
MAMMOTH ROCKLIN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mammoth Rocklin I, LLC
29222 Rancho Viejo Rd #203
San Juan Capistrano, CA 92675
Case No.: 09-40052
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
Eastern District of California (Sacramento)
Judge: Robert S. Bardwil
Debtor's Counsel: Thomas C. Corcovelos, Esq.
1001 6th St, Ste. 150
Manhattan Beach, CA 92066
Tel: (310) 374-0116
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by Robert L. Wish, the Company's CEO.
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
AT&T $60
TLC Tech, Inc. $67
Pacific Gas & Electric Company $80
Mr. Cool, Inc. $90
AT&T $118
AT&T $172
Western Exterminator Company $225
Nor-Cal Pool Service $300
Vanden Bos Electric Inc. $300
Innovative Maintenance $410
Solutions, Inc.
Vanden Bos Electric Inc. $930
Novastar Security, Inc. $973
Vanden Bos Electric Inc. $983
The Growing Company $1,200
Vortex Industries, Inc. $1,245
Schindler Elevator Corporation $1,446
BCI, Inc./Phoenix Issa $1,486
RMP Concrete Construction $2,992
The Growing Company $3,000
Rotsheck Construction $5,700
MAMMOTH TEMECULA: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mammoth Temecula I LLC
29222 Rancho Viejo Road #203
San Juan Capistrano, CA 92675
Case No.: 09-31943
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
Central District of California (Riverside)
Judge: Sheri Bluebond
Debtor's Counsel: Thomas C. Corcovelos, Esq.
1001 6th St, Ste. 150
Manhattan Beach, CA 92066
Tel: (310) 374-0116
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by Robert L. Wish.
Debtor's List of 19 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Oswald & Yap $613
Continental Realty $650
ThyssenKrupp Elevator Corp $750
Heaviland Enterprises, Inc. $875
Heaviland Enterprises, Inc. $875
Omega Engineering Consultants $980
BCI/Phoenix Issa $1,487
Vaughn Irrigation Services, Inc. $1,853
Big Mike Electric $1,975
Southern California Edison $2,484
Action I Janitorial $2,855
Heaviland Enterprises, Inc. $2,977
Ontario Refrigeration $2,990
Oswald & Yap LLP $3,243
Mammoth Equities, LLC $34,791
Mammoth Equities Construction $99,298
Group, Inc.
Al Pekarcik/Dan Vittone $173,400
Robert Wish/Pacific $246,117
Mercantile Bank
Mammoth Equities Property $290,146
Management Group, Inc.
29222 Rancho Viejo
Road, Suite 203
San Juan Capistrano,
CA 92675
MARCUS EUGENE SIMES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Marcus Eugene Simes, Jr.
Rebecca Summitt Simes
fka Rebecca Summitt
aka Rebecca S. Simes
P.O. Box 2054
Spotsylvania, VA 22553-2054
Bankruptcy Case No.: 09-36061
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
Eastern District of Virginia (Richmond)
Judge: Chief Judge Douglas O. Tice, Jr.
Debtors' Counsel: Robert Easterling, Esq.
2217 Princess Anne St., Ste. 100-2
Frederickburg, VA 22401
Tel: (540) 373-5030
Email: eastlaw@easterlinglaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/vaeb09-36061.pdf
The petition was signed by the Joint Debtors.
MARDELO I CORP: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mardelo I Corp.
P.O. Box 285
Anthony, FL 32617
Bankruptcy Case No.: 09-07873
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
Middle District of Florida (Jacksonville)
Judge: Jerry A. Funk
Debtor's Counsel: Robert D. Wilcox, Esq.
Wilcox Law Firm
Enterprise Park
4190 Belfort Road, Suite 315
Jacksonville, FL 32216
Tel: (904) 281-0700
Fax: (904) 513-9201
Email: rwilcox@wilcoxlawfirm.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtor's petition, including a list of its
10 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/flmb09-07873.pdf
The petition was signed by Jahayra Martinez, agent of the Company.
MECACHROME INTERNATIONAL: Stay Orders Extended Until December
-------------------------------------------------------------
Mecachrome International Inc. says it continues to operate its
business under Court protection provided pursuant to the
Companies' Creditors Arrangement Act (Canada) and the safeguard
procedure (procedure de sauvegarde) in France for its French
subsidiaries.
The stay period under the initial CCAA Court order dated
December 12, 2008, has been extended from time to time by the
Quebec Superior Court until December 18, 2009. The observation
period (periode d'observation) under the safeguard procedure in
France has been extended by the French Court until December 12,
2009.
About Mecachrome International Inc.
Mecachrome is a leader in the design, engineering, manufacture and
assembly of complex precision-engineered components for aircraft
and automotive applications, including aerostructural and aircraft
engine components, high-end automobile engine components and motor
racing engines. Since 1937, Mecachrome has established a
significant presence and global reputation in certain high-
precision sectors of the aerospace, automotive and industrial
equipment industries, providing services primarily to original
equipment manufacturers.
Mecachrome is currently subject to Court protection under the
Companies' Creditors Arrangement Act in Canada and under similar
protection from the Courts for its French subsidiaries under the
safeguard procedure (procedure de sauvegarde) in France.
Mecachrome also initiated ancillary proceedings before
the United States Bankruptcy Court for the Central District of
California to obtain the enforcement and recognition of the
Canadian proceedings. The U.S. Court granted Mecachrome's
Petition for recognition of foreign proceedings on August 19,
2009.
Mecachrome International Inc., et al filed for Chapter 15 with the
U.S. Bankruptcy Court for the Central District of California in
Los Angeles on June 5, 2009 (Case No. 09-24076). The Hon. Richard
M. Neiter presides over the case. Daniel H. Slate, Esq., at
Buchatler Nemer, represents the Chapter 15 Debtors as counsel.
In its petition, the Debtors listed between US$100 million and
US$500 million in assets, and between US$500 million and US$1
billion in debts.
MGM MIRAGE: CityCenter to Open in December, Initiates Job Offers
----------------------------------------------------------------
MGM MIRAGE's CityCenter on September 21, 2009, embarked on the
single largest hiring effort in the nation as it begins to fill
12,000 permanent positions. The urban resort destination will
open on the Las Vegas Strip this December.
"We're proud to celebrate this significant milestone as we begin
to extend job offers to 12,000 deserving individuals. Rich in
diversity, intelligence and passion, this team will form the
foundation of the extraordinary experience that CityCenter will
deliver," said Bobby Baldwin, president and CEO, CityCenter.
"Since breaking ground in 2006, CityCenter has employed more than
9,000 construction workers who have helped bring this vision to
reality. When we open this December, demand created by CityCenter
will result in thousands of additional jobs at outside companies.
This is more than a collection of resorts; we see it as a beacon
of hope for a future of renewed economic vitality in Las Vegas."
Jobs will be filled at ARIA Resort & Casino, Vdara Hotel and
Crystals retail district. Positions cover all departments
including food and beverage, hotel operations, casino operations,
entertainment, finance, human resources, facilities, security and
more. Crystals' retail and restaurant partners each will hire
their employees independently. The Harmon, a luxury 400-room
boutique hotel, is slated to open at CityCenter in late 2010 and
will announce hiring plans at a later date.
CityCenter's Opening Dates:
-- December 1 - Vdara Hotel
-- December 3 - Crystals
-- December 4 - Mandarin Oriental
-- December 16 - ARIA Resort & Casino
CityCenter -- http://www.citycenter.com/-- is an urban metropolis
opening in December 2009 on 67 acres between Bellagio and Monte
Carlo resorts on the Las Vegas Strip. CityCenter is a joint
venture between MGM MIRAGE (NYSE: MGM) and Infinity World
Development Corp, a subsidiary of Dubai World. CityCenter will
feature ARIA, a 61-story, 4,004-room gaming resort; luxury non-
gaming hotels including Las Vegas' first Mandarin Oriental and
Vdara Hotel; Veer Towers, the development's only strictly
residential buildings; and Crystals, a 500,000-square-foot retail
and entertainment district. CityCenter also will feature a
resident Cirque du Soleil production celebrating the musical
legacy of Elvis Presley; and a Fine Art Collection with works by
artists including Maya Lin, Jenny Holzer, Nancy Rubins, Claes
Oldenburg and Coosje van Bruggen, among others.
About MGM MIRAGE
Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company. It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.
At June 30, 2009, the Company had $22.4 billion in total assets,
including $1.07 billion in total current assets; $1.23 billion in
total current liabilities, $3.58 billion in deferred income taxes,
$12.3 billion in long-term debt, $186.7 million in other long-term
obligations; and $5.04 billion in stockholders' equity.
* * *
MGM Mirage continues to carry Standard & Poor's Ratings Services'
'CCC+' corporate credit ratings and Moody's Investors Service's
Caa2 Corporate Family Rating and Caa3 Probability of Default
Rating.
According to the Troubled Company Reporter on September 1, 2009,
S&P assigned its issue-level and recovery ratings to MGM MIRAGE's
proposed up to $500 million senior unsecured notes due 2016. The
notes were rated 'CCC+' (at the same level as the corporate credit
rating on the company) with a recovery rating of '4', indicating
S&P's expectation of average (30%-50%) recovery for noteholders in
the event of a payment default.
MGM MIRAGE: Moody's Affirms Corporate Family Rating at 'Caa2'
-------------------------------------------------------------
Moody's Investors Service affirmed MGM MIRAGE's Caa2 Corporate
Family Rating and Caa3 Probability of Default Rating. Moody's
also assigned a Caa2 rating to the company's new $475 million
11.375% senior unsecured notes due 2018. Moody's also affirmed
MGM's SGL-4 Speculative Grade Liquidity rating. The rating
outlook is negative.
Approximately half of the proceeds from the new note offering will
be used to repay amounts outstanding under MGM's senior credit
facility. The remainder will be made available for general
corporate purposes.
MGM's Caa3 PDR reflects the company's high probability of default
given its substantial upcoming debt maturities, very high
leverage, and weak operating performance. This would include the
possibility that it may pursue a transaction that Moody's would
deem to be a distressed exchange. Pro forma debt-to-EBITDA is
about 8.4 times and likely to increase given the weak demand
trends on the Las Vegas Strip. Additionally, almost half of the
company's $12.5 billion of outstanding debt -- including
$4.1 billion outstanding under the company's senior credit
facility -- matures in the next 24 months. The PDR also
acknowledges the risk associated with the completion and ramp up
of MGM's City Center project.
The Caa2 CFR reflects the application of a fundamental evaluation
approach to estimate loss-given-default rather than the mean (50%)
family-level LGD estimate. Given MGM's strong market share and
solid fundamental franchise within the gaming industry, Moody's
applies a 65% recovery estimate which results in the PDR (Caa3)
deviating from the CFR (Caa2) by one notch.
The Caa2 rating assigned to MGM's proposed senior unsecured notes
is level with the company's CFR as senior unsecured debt
represents the preponderance of the debt within the capital
structure.
The negative outlook anticipates that weak demand trends on the
Las Vegas Strip will continue to pressure MGM's operating margins
and credit metrics. The Las Vegas Strip accounts for a
substantial majority of the company's revenue and EBITDA. The
negative outlook also acknowledges MGM's SGL-4 Speculative Grade
Liquidity rating which indicates weak liquidity.
Rating assigned:
MGM MIRAGE
* 11.375% $475 million senior unsecured notes at Caa2 (LGD 3, 40%)
Ratings affirmed:
MGM MIRAGE
* Corporate Family Rating at Caa2
* Probability of Default Rating at Caa3
* Senior unsecured notes at Caa2 (LGD 3, 40%)
* Senior subordinated at Ca (LGD 5, 85%)
* Senior secured notes at B1 (LGD 1, 2%)
Mirage Resorts
* Senior unsecured notes at Caa2 (LGD 3, 40%)
Mandalay Resort Group
* Senior unsecured notes at Caa2 (LGD 3, 40%)
* Senior subordinated at Ca (LGD 5, 85%)
The last rating action for MGM occurred on May 13, 2009 when
Moody's affirmed the company's ratings and assigned a B1 rating to
its $1.5 billion senior secured guaranteed notes.
MGM MIRAGE owns and operates casino and hotel properties
throughout the US. The company also has a 50% interest in
CityCenter Holdings, Inc., a mixed-use project on the Las Vegas
Strip and a 50% interest in MGM Grand Macau, a hotel-casino resort
in Macau S.A.R. MGM generates approximately $7.2 billion of net
revenue annually.
MICROMET INC: Omega Fund Discloses 7.17% Equity Stake
-----------------------------------------------------
Omega Fund Management Limited; Sigma Holding Limited; Otello
Stampacchia; and Connie Helyar disclosed holding 4,924,052 shares
or roughly 7.17% of the common stock of Micromet, Inc.
In addition, as of September 14, 2009, Stampacchia holds an option
to purchase 80,000 shares of Common Stock, of which 68,750 are
exercisable within 60 days. Accordingly, Stampacchia may be
deemed to be the beneficial owner of the Stampacchia Shares in
addition to the Omega I Shares and Omega III Shares, for a total
of 4,992,802 shares of Common Stock.
Omega Fund Management's Omega Fund I, L.P., I sold in the
aggregate 64,922 shares of Common Stock and Omega Fund III, L.P.,
sold in the aggregate 32,578 shares of Common Stock in a series of
sales beginning on September 10, 2009, and ending on September 16,
2009. All of the sales were effected pursuant to a Rule 10b5-1
trading plan adopted by Omega Fund Management on June 10, 2009.
Sharon Rose Alvarez-Masterton disclosed holding Micromet shares.
Ms. Alvarez-Masterton is a director of each of Omega Fund GP,
Ltd., the general partner of Omega I; and Omega Fund III G.P.,
Ltd., the general partner of Omega Fund III GP, L.P., the general
partner of Omega III; and Omega Fund Management.
About Micromet Inc.
Micromet Inc. (Nasdaq: MITI) -- http://www.micromet-inc.com/-- is
a biopharmaceutical company developing novel, proprietary
antibodies for the treatment of cancer, inflammation and
autoimmune diseases. Four of its antibodies are currently in
clinical trials, while the remainder of the product pipeline is in
preclinical development.
As of June 30, 2009, the Company had $69.8 million in total
assets; and $30.5 million in total current liabilities,
$7.31 million in deferred revenue, and $2.05 million in other non-
current liabilities; and $29.9 million stockholders' equity. The
Company had $212.4 million in accumulated deficit as of June 30,
2009.
Going Concern Doubt
In its annual report on Form 10-K for the year ended December 31,
2008, Micromet said that as of December 31, it had an accumulated
deficit of $198,200,000, and it expects to continue to incur
substantial, and possibly increasing, operating losses for the
next several years. "The conditions create substantial doubt
about our ability to continue as a going concern," the Company
said.
However, Ernst & Young LLP, in McLean, Virginia, the Company's
independent accountants, did not include a going concern language
in its March 16, 2009 audit report.
MODERN CONTINENTAL: Ch. 11 Liquidation Plan Approved by Court
-------------------------------------------------------------
Modern Continental Construction Co. Inc. had its plan of
liquidation confirmed by the Hon. William C. Hillman of the U.S.
Bankruptcy Court for the District of Massachusetts, according to
Law360.
As reported by the TCR on June 26, 2009, Modern Continental filed
with the Bankruptcy Court a proposed bankruptcy exit plan that
provides for the liquidation of the Company's remaining assets in
an orderly manner. The Debtor will use the liquidation proceeds
to pay creditors in this order:
1. holders of secured claims against a particular asset sold,
2. holders of priority claims,
3. holders of general unsecured claims
Under the Plan, Craig Jalbert will be appointed as Liquidating
Supervisor to oversee the liquidation upon confirmation of the
Plan.
Modern Continental Construction Co. --
http://www.moderncontinental.com/-- of Cambridge, Massachusetts
was established in 1967 when its founders, Lelio "Les" Marino and
Kenneth Anderson, earned a small contract for the construction of
a sidewalk in the town of Peabody. Since then, the company has
blossomed into a multi-faceted organization which is highly
respected throughout the construction industry, and is ranked
among the top contractors in the country.
The company filed for Chapter protection on June 23, 2008 (Bankr.
D. Mass. Case No. 08-14558). Harold B. Murphy, Esq., at Hanify &
King P.C., represents the Debtor in its restructuring efforts. An
Official Committee of Unsecured Creditors has been appointed in
the Debtor's bankruptcy case.
When the debtor filed for protection from its creditors, it listed
assets of $100 million to $500 million, and debts of $500 million
to $1 billion.
NAP GRAND CAYMAN: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: NAP Grand Cayman Partners, Ltd.
12222 Merit Drive, Suite 1750-LB64
Dallas, TX 75251
Case No.: 09-36217
Debtor-affiliate filing separate Chapter 11 petition:
Entity Case No.
------ --------
GC Note LLC 09-36218
Chapter 11 Petition Date: September 19, 2009
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Harlin DeWayne Hale
Debtor's Counsel: Vincent P. Slusher, Esq.
DLA Piper LLP (US)
1717 Main Street, Suite 4600
Dallas, TX 75201
Tel: (214) 743.4572
Fax: (972) 813.6267
Email: vince.slusher@dlapiper.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
NEW FRONTIER: FDIC Orders Auction of Exotic Cars, Chopper
---------------------------------------------------------
Penny Worley Auctioneers announces the online auction of exotic
vehicles from New Frontier Bank, according to Jerry Jenkins.
"Everyone has heard of the legendary government auctions of exotic
vehicles, but this is the real deal," said Jenkins. "These exotic
vehicles will sell to the highest bidder."
Vehicles up for auction include: a red 2001 Ferrari Rosso Corsa
322 DS with 360 Spider F1 estimated at 400 horsepower; a 2003
Mercedes-Benz CL55 AMG with BRABUS K8 V8 Kompressor, automatic
with an estimated 550 horsepower and 600 lb-ft of torque; a 1967
Chevy race-ready drag truck with a custom flame paint job and an
estimated 1,000 horsepower; and a Von Dutch custom one-of-a-kind
motorcycle with a single down tube frame with molded custom gas
tank and Louis Vuitton leather seat.
"The Mercedes has an absolutely gorgeous interior with luxurious
leather seats and matching interior trim and light wood grain trim
as well," noted Jenkins. "It has adjustable air suspension
controlled from the dash, AMG four-piston calipers with drilled
rotors and Mercedes 18-inch, five-star wheels wrapped in Michelin
Pilot rubber. The top speed on this car is 186 mph. Once you see
it, you will have to have it. It is truly top-of-the-line."
Jenkins said the vehicles are repossessed assets from New Frontier
Bank and were ordered sold by the Federal Deposit Insurance
Corporation (FDIC) as receivership of the bank. In 2008, Penny
Worley Auctioneers was named an official auctioneer for the FDIC.
The online auction is open to the public. Bidding ends October 3.
Vehicles may be previewed in person on Friday, October 2, from 5pm
to 8pm at 3090 NW 2nd Avenue in Boca Raton, Fla. Bidders must
register prior to bidding. For more information, visit
http://www.WorleyAuctioneers.com/or call Jerry Jenkins at (513)
313-9178.
Penny Worley Auctioneers conducts auctions throughout the United
States, including over 100 auctions in 2008. The company is a
member of the National Auctioneers Association, the Ohio
Auctioneers Association and the Certified Appraisers Guild of
America, National Association of Realtors & Ohio Association of
Realtors and Members of the Cincinnati and Dayton Home Builders
Association.
About New Frontier
New Frontier Bank was a bank based in Greeley Colorado. As of
March 24, 2009, New Frontier had total assets of $2.0
billion and total deposits of about $1.5 billion.
New Frontier Bank was closed April 10, 2009, by the State Bank
Commissioner, by Order of the Banking Board of the Colorado
Division of Banking, which then appointed the Federal Deposit
Insurance Corporation as receiver. A Deposit Insurance National
Bank of Greeley was created by the FDIC and opened for 30 days to
allow depositors at New Frontier time to open accounts at other
insured institutions. At the time of closing, there were
approximately $150 million in insured deposits and $4 million in
deposits that potentially exceeded the insurance limits. Uninsured
deposits were not transferred to the DINB.
NEWPAGE CORP: Prices $1.7 Bil. 11.375% Sr. Secured Notes Due 2014
-----------------------------------------------------------------
NewPage Corporation has priced its private placement offering of
$1.7 billion in aggregate principal amount of 11.375% Senior
Secured Notes due 2014. The Notes will be sold at a price equal
to 93.996% of their face value with an effective yield of 13%.
The Notes Offering is expected to close on September 30, 2009,
subject to satisfaction or waiver of customary closing conditions.
The net proceeds of the Notes Offering, together with
approximately $5 million of borrowings under NewPage's revolving
credit facility, will be used to repay all amounts outstanding
under NewPage's Term Loan Credit and Guaranty Agreement, dated as
of December 21, 2007, as amended on September 11, 2009, and to pay
fees and expenses of the Notes Offering.
The Notes being offered by NewPage in the Notes Offering will not
be registered under the Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements. The Notes are being offered only to qualified
institutional buyers under Rule 144A and outside the United States
in compliance with Regulation S under the Securities Act.
On September 16, NewPage filed a Report on Form 8-K solely to
reflect the retroactive adjustments resulting from the adoption,
effective January 1, 2009, of Statement of Financial Accounting
Standards No. 160, Noncontrolling Interests in Consolidated
Financial Statements-an amendment of Accounting Research Bulletin
No. 51 to the financial statements included in the Annual Report
on Form 10-K for the year ended December 31, 2008. The Company
said, for the avoidance of doubt, it did not file the Form 8-K to
correct any error or omission in financial or other information
previously filed in the 2008 10-K. The changes to the financial
statements reflect the retroactive adjustments to equity of
amounts related to the minority interests in the consolidated
balance sheets and the removal from other (income) expense of the
amounts of minority interest in the statements of operations.
A full-text copy of the Consolidated financial statements of
NewPage Corporation as of December 31, 2008 and 2007 and for the
years ended December 31, 2008, 2007 and 2006, retroactively
adjusted for the adoption of SFAS No. 160, is available at no
charge at http://ResearchArchives.com/t/s?4535
About NewPage
Headquartered in Miamisburg, Ohio, NewPage Corporation is the
largest coated paper manufacturer in North America, based on
production capacity, with $4.4 billion in net sales for the year
ended December 31, 2008. The Company's product portfolio is the
broadest in North America and includes coated freesheet, coated
groundwood, supercalendered, newsprint and specialty papers. The
papers are used for corporate collateral, commercial printing,
magazines, catalogs, books, coupons, inserts, newspapers,
packaging applications and direct mail advertising.
NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada. The mills have a
total annual production capacity of roughly 4.4 million tons of
paper, including roughly 3.2 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.
As of June 30, 2009, NewPage Holding had $4.141 billion in total
assets; and total current liabilities of $475 million, long-term
debt of $3.145 billion, and other long-term obligations of
$618 million; resulting in $97 million total deficit.
As of June 30, 2009, NewPage Corp. had $4.140 billion in total
assets; and total current liabilities of $475 million, long-term
debt of $2.953 billion, and other long-term obligations of
$618 million; resulting in $94 million total deficit.
NORTEL NETWORKS: Court Approves Benefits for Foreign Employees
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Nortel Networks Inc. and its units to pay their employees based in
the United Arab Emirates and Saudi Arabia who will be laid off as
part of their restructuring.
The Court also authorized the Debtors to earmark as much as
$2 million for the payment of those employees.
The Debtors will be paying their employees in the United Arab of
Emirates and Saudi Arabia who will be terminated as part of their
restructuring process. The employees to be terminated are also
connected with the Debtors' Enterprise Solutions business.
The Debtors intend to terminate eight employees in their office
in Dubai by the end of September, and another batch of employees
including those who are based in Saudi Arabia in the next few
months. The Debtors employ 41 workers for their Enterprise
Solutions and Carrier VoIP and Application Solutions business in
the Dubai office, and 11 employees are based in Saudi Arabia.
Employees who won't be laid off will be offered a new job in
Avaya Inc. or in another company that will be selected as the
winning bidder for the Debtors' Enterprise Solutions business,
which is scheduled for auction come September 11, 2009.
The Debtors estimate that they would have to pay as much as
$1,468,135 to the employees scheduled for termination.
About Nortel Networks
Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it. Nortel does business in more than 150 countries
around the world. Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.
Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List). Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group. The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.
Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case. James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel. The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.
The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.
Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection. The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986. The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.
Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.
As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion. The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies. As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.
Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
NORTEL NETWORKS: Eyes Sale of Packet Core Assets
------------------------------------------------
Nortel(1) Networks Corporation said its principal operating
subsidiary, Nortel Networks Limited (NNL), and its U.S.
subsidiary, Nortel Networks Inc., plan to sell, by auction, the
assets of its Carrier Networks business associated with the
development of Next Generation Packet Core network components
(Packet Core Assets).
The Packet Core Assets consist of software to support the transfer
of data over existing wireless networks and the next generation of
wireless communications technology, including relevant non-patent
intellectual property, equipment and other related tangible
assets. In connection with this proposed sale, NNL also expects
to grant the purchaser a non-exclusive license of relevant patent
intellectual property.
Nortel has filed a motion seeking the establishment of a Section
363 sale procedure with the United States Bankruptcy Court for the
District of Delaware that will allow qualified bidders to submit
offers for the Packet Core Assets. A similar motion for the
approval of the sale procedure will be filed with the Ontario
Superior Court of Justice. Any sale would be subject to approval
by the U.S. and Canadian courts.
Nortel Networks Corporation does not expect that its common
shareholders or the preferred shareholders of NNL will receive any
value from the creditor protection proceedings and expects that
the proceedings will result in the cancellation of these equity
interests.
About Nortel Networks
Headquartered in Ontario, Canada, Nortel Networks Corporation
[OTC: NRTLQ] -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it. Nortel does business in more than 150 countries
around the world. Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.
Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List). Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group. The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.
Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case. James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel. The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.
The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.
Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection. The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986. The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.
Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.
As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion. The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies. As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.
Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
NORTEL NETWORKS: NN CALA's Schedules of Assets & Liabilities
------------------------------------------------------------
A. Real Property None
B. Personal Property
B.1 Cash on hand -
B.2 Bank Accounts
Citibank NY $36,216,270
Citibank PR 11,914,290
Citibank Trinidad & Tobago 7,697,200
Citibank Uruguay 389,359
B.3 Security Deposits
Florida Power & Light 34,525
IGD Properties Corporation 5,393
B.13 Business Interests and stocks
Nortel Networks de Colombia S.A. (19.94%) 46,189,015
Nortel Networks de Guatemala Ltda. (98%) 17,533
Nortel Trinidad & Tobago Ltd. (100%) 1,000
B.16 Accounts Receivable
Intercompany Receivables-Nortel Networks
Telecomunicaco Es Do Brazil Ltda. 155,301,052
Intercompany Receivables Reserve-Various
Intercompany Entities (174,521,212)
Others 226,462,505
B.18 Other Liquidated Debts
Income Taxes Recoverable 96,991
B.28 Office equipment, furnishings and supplies
B.29 Machinery 450,769
B.30 Inventory 4,779,614
B.35 Other Personal Property 63,054
TOTAL SCHEDULED ASSETS $315,097,365
========================================================
C. Property Claimed as Exempt None
D. Secured Claim None
E. Unsecured Priority Claims $359,861
See http://bankrupt.com/misc/Nortel_SchedE.pdf
F. Unsecured Non-priority Claims
Nortel Networks Inc.-Intercompany Payables 208,119,596
Nortel Networks Ltd.-Intercompany Payables 92,920,958
Others 114,816,847
See http://bankrupt.com/misc/Nortel_SchedF.pdf
TOTAL SCHEDULED LIABILITIES $416,217,263
========================================================
NN CALA also submitted to the Court a schedule of its executory
contracts and unexpired leases, a full-text copy of which is
available for free at http://bankrupt.com/misc/Nortel_SchedG.pdf
About Nortel Networks
Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it. Nortel does business in more than 150 countries
around the world. Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.
Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List). Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group. The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.
Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case. James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel. The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.
The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.
Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection. The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986. The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.
Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.
As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion. The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies. As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.
Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
NORTEL NETWORKS: NN Cala's Statement of Financial Affairs
---------------------------------------------------------
Paul Wesley Karr, vice-president of Nortel Networks (CALA) Inc.,
filed with the U.S. Bankruptcy Court for the District of Delaware
the company's statement of financial affairs, disclosing that the
company recorded these revenues from the operation of its
business in the three year period before the Petition Date:
Period Amount
------ -------------
Fiscal YTD - June 30, 2009 $91,137,267
Fiscal 2008 $356,504,036
Fiscal 2007 $372,526,671
Mr. Karr disclosed that within 90 days before the Petition Date,
NN Cala paid an aggregate of $48,251,077 to 157 creditors, a list
of which is available for free at:
http://bankrupt.com/misc/NortelPaymentCreditors_90days.pdf
Within one year before the Petition Date, NN Cala also paid a
total of $269,102,392 to these affiliates:
Affiliated Entity Amount
--------- ------------
Nortel Networks Inc. $199,531,875
Nortel Networks Limited $69,248,970
Nortel Trinidad & Tobago Ltd. $321,546
NN CALA also disclosed that it paid $106,970 to its advisory
firm, Springwell Capital Partners LLC, in July 2009.
The company reported a cargo loss worth about $28,500 on Nov. 7,
2008, which was not claimed on Nortel's insurance since the
policy has a $75,000 deductible.
Within two years prior to NN CALA's bankruptcy filing, these
bookkeepers and accountants kept or supervised the keeping of the
company's books of account and records:
Personnel Date Services Rendered
--------- ----------------------
Adriana Velazquez 7/2007 - Current
Uruguay Branch Controller
Chris Ricaurte 7/2009 - Current
Finance Leader NBS
David William Drinkwater 7/2007 - 10/2007
Acting Chief Financial Officer
Kimberly Susan Lechner 5/2008 - 12/2008
Americas Finance Operations Leader
Lorrie David Mathers 1/2009 - 6/2009
Americas Finance Operations Leader
Paul Wesley Karr 7/2007 - Current
Corporate Controller
Paviter Singh Binning 11/2007 - Current
Chief Financial Officer/
Chief Restructuring Officer
William Roy Ellis 7/2007 - Current
Americas Controller
Mr. Carr noted that these firms audited the books of account and
records of NN CALA within two years before the Petition Date:
Firms Date Services Rendered
----- ----------------------
GTS Uruguay
Limited Review-Uruguay Branch 7/2007 - Current
KPMG LLP 7/2007 - Current
Auditor
PricewaterhouseCoopers 7/2007 - Current
Outsourced Local Accounting
Uruguay Branch
NN CALA disclosed that Jill Crawford, Julie Reading, Mark
Westman, Sidney Grant and Walt Flanagan supervised the last two
inventories of its properties on these dates:
Date of Inventory Amount
----------------- -----------
6/30/2008 $11,537,286
6/30/2009 $4,328,774
Mr. Karr disclosed that Nortel Networks Inc. has 100% stock
ownership of NN CALA.
NN CALA also submitted to the Court a schedule of its executory
contracts and unexpired leases, a full-text copy of which is
available for free at http://bankrupt.com/misc/Nortel_SchedG.pdf
About Nortel Networks
Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it. Nortel does business in more than 150 countries
around the world. Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.
Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List). Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group. The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.
Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case. James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel. The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.
The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.
Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection. The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986. The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.
Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.
As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion. The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies. As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.
Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
NORTEL NETWORKS: Proposes Global Knowledge Settlement
-----------------------------------------------------
Nortel Networks Inc. and its debtor affiliates ask the Court to
approve an agreement it entered into with Global Knowledge
Network Inc. for the reconciliation of various prepetition
accounts receivable owed by and to NNI and GKN.
Under the parties' settlement, GKN agreed to setoff the sum of
$486,930, which it owes to NNI against the $374,368 owed by NNI
to GKN company. The claims stemmed from various contracts and
the related invoices between the parties for the period before
the Petition Date.
The Court will convene a hearing on September 30, 2009, to
consider approval of the agreement. Creditors and other
concerned parties have until September 23, 2009, to file their
objections.
About Nortel Networks
Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it. Nortel does business in more than 150 countries
around the world. Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.
Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List). Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group. The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.
Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case. James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel. The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.
The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.
Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection. The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986. The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.
Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.
As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion. The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies. As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.
Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
NORTH VALLEY: Wants Access to Shopping Center's Postpetition Rents
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized, on an interim basis, North Valley Mall, LLC, to:
-- use cash collateral through Nov. 30, 2009;
-- receive postpetition rents of North Valley Plaza, a shopping
center in Chico, California; and
-- grant adequate protection to KeyBank, N.A.
A final hearing on the Debtor's cash collateral motion is set for
Oct. 28, 2009, at 11:00 a.m. Courtroom 5B, 411 W Fourth St., Santa
Ana, California.
The Debtor is party to a construction loan with KeyBank, N.A.,
which provided for an original principal $18.5 million secured by
the property and an assignment of rents. The loan was later
increased to $26.25 million.
The Debtor also executed a lockbox account agreement, whereby the
property's tenants were to pay rent directly into a lockbox
account.
David Klein, a partner at Parks Diversified, the property manager
of Plaza, the real property of the Debtor, told the Court that
KeyBank swept the Lockbox, without notice to the Debtor,
withdrawing all but $36,000.
The Debtor requires access to the cash collateral to pay necessary
expenses associated with the maintenance and management of its
principal property.
As adequate protection, KeyBank will receive perfected replacement
liens in the Debtor's postpetition assets and proceeds there of,
to the same extent, validity, and priority as the liens held by
KeyBank as of the petition date. KeyBank will also receive
payments that are based on an interest rate of $4%, which is above
the current non-default contract rate.
The Debtor relates that KeyBank is protected by a substantial
equity cushion in the property which has an appraisal value of
$28.25 million. The outstanding prinicpal amount of the loan is
$24.45 million, leaving an equity of $3.79 million and an equity
cushion of $13.40%.
About North Valley Mall
Dana Point, California-based North Valley Mall, LLC, Chapter 11 on
Sept. 2, 2009 (Bankr. C.D. Calif. Case No. 09-19346). Jeffrey I.
Golden, Esq., and Hutchlson B. Meltzer, Esq., at Weiland, Golden,
Smiley, Wang Ekvall & Strok, LLP, represents the Debtor in its
restructuring effort. In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.
NPOT PARTNERS: Can Initially Use Cash Securing Lender Group Loan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized, on an interim basis, NPOT Partners I, LP, to:
-- use cash securing repayment of loan with lender group and
Genesis Financial Services Fund, LLC; and
-- grant adequate protection to the lender group and Genesis.
The Debtor is party to a transaction with First Bank as agent for
a lender group consisting of First Bank, Texas Capital Bank,
National Association and Wells Fargo Bank, National Association.
The lender group provided a $50 million loan to the Debtor. Based
on the calculations of the Debtor, the lender group is owed
$29 million.
The Debtor is also party to an agreement with Genesis for an
advance of the principal amount of $5 million. The Debtor related
that the loan is secured. The Debtor added that the rights of
Genesis in the collateral are subordinated to the rights of the
lender group.
The Debtor related that it needed the use of cash collateral to
pay certain expenses in the operation of its business.
To partially protect the interest of the Lender Group and Genesis
in the cash collateral, the Debtor will grant replacement liens in
the same order of priority as prepetition liens.
First Bank Objects
First Bank, Agent, a secured creditor, objected to the Debtor's
cash collateral motion, relating that:
-- it was unclear to First Bank why the Debtor is in
Chapter 11;
-- the actual value of the assets of the estate may well be
less than the indebtedness owed to First Bank and there may
be no equity cushion;
-- only the Debtor and its principals: Shawn Coker and Johnny
V. Pannell, benefited from the bankruptcy;
-- a short review of the relevant background is appropriate.
Colleyville, Texas-based NPOT Partners I, LP, filed for Chapter 11
on Aug. 31, 2009 (Bankr. N.D. Tex. Case No. 09-45412). Mark
Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, represents
the Debtor in its restructuring effort. The Debtor did not file a
list of its 20 largest unsecured creditors when it filed its
petition. In its petition, the Debtor listed $10,000,001 to
$50,000,000 in assets and $500,001 to $1,000,000 in debts.
OSAGE EXPLORATION: Halts Participation in Rosa Blanca Concession
----------------------------------------------------------------
Osage Exploration and Development, Inc., has terminated its
participation in the Rosa Blanca block in Colombia. Osage
Exploration and Development, Inc. Sucursal Colombia, the Colombian
branch of Osage Exploration and Development entered into the Rosa
Blanca Block Settlement Agreement on September 15, 2009, with Gold
Oil, PLC Sucursal Colombia, EMPESA, SA and Lewis Energy Colombia,
Inc.
After drilling the RB 1 well without finding producible
hydrocarbons in Phase One of its exploration contract at Rosa
Blanca and analyzing the corrected seismic data, Osage believes
that it is unlikely that the additional structures on the property
will be productive. Osage Exploration and Development, Inc. and
Lewis Energy Colombia have negotiated a release with the remaining
partners from continuing on in the ANH exploration contract, and
will have no further obligations on the concession.
"Osage is continuing to seek to upgrade its inventory of Colombian
projects, which is anchored by our ownership of the Guaduas Field
and pipeline. Colombia is clearly one of the pre-eminent places
to explore for oil and gas given the attractive fiscal and royalty
terms, the relatively large percentage of under explored basin
acreage, and the well developed industry infrastructure," stated
Kim Bradford, President and CEO.
About Lewis Energy Colombia
Lewis Energy Colombia is a Colombian subsidiary of a closely held
US company that is engaged in oil and gas exploration,
development, production, pipeline, drilling and production
services in Texas and Latin America.
About Osage Exploration and Development
Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTCBB: OEDV) --
http://www.osageexploration.com-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.
PACIFIC ENERGY: Alaska May Own Cook Inlet Oil & Gas Platform
------------------------------------------------------------
The state of Alaska may own Pacific Energy Resources Ltd.'s oil
and gas production platform in Cook Inlet, after the Company
relinquished ownership of the assets, Tim Bradner at Alaska
Journal of Commerce reports, citing state officials.
Alaska Journal relates that Alan Dennis, royalty manager in the
state Division of Oil and Gas, said that the state is likely to
regain ownership of state oil and gas leases in the Redoubt Shoal
and West McArthur River units, and may own other assets like the
Osprey production platform in the Redoubt Shoal field.
Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States. The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785). Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel. The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties. Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors. When the Debtors filed for protection from
their creditors, they listed between $100 million and
$500 million each in assets and debts.
PACIFIC ETHANOL: Receives Nasdaq Non-Compliance Notice
------------------------------------------------------
Pacific Ethanol, Inc., on September 15, 2009, received a letter
from The Nasdaq Stock Market indicating that the bid price of its
common stock for the last 30 consecutive business days had closed
below the minimum $1.00 per share required for continued listing
under Nasdaq Listing Rule 5450(a)(1). Under Nasdaq Listing Rule
5810(c)(3)(A), the Company has been provided an initial period of
180 calendar days, or until March 14, 2010, in which to regain
compliance. The letter states that the Nasdaq staff will provide
written notification that the Company has achieved compliance with
Rule 5450(a)(1) if at any time before March 14, 2010, the bid
price of the Company's common stock closes at $1.00 per share or
more for a minimum of 10 consecutive business days unless the
Nasdaq staff exercises its discretion to extend this 10 day period
as discussed in Nasdaq Listing Rule 5810(c)(3)(F).
If the Company does not regain compliance with Rule 5450(a)(1) by
March 14, 2010, the Nasdaq staff will provide written notice that
the Company's securities are subject to delisting. At that time,
the Company may appeal Nasdaq's determination to delist its
securities to a Hearings Panel.
The Company may be eligible for an additional grace period if it
meets the initial listing standards, with the exception of the
minimum bid price, of the Nasdaq Capital Market as set forth in
Nasdaq Listing Rule 5505. To avail itself of this alternative,
the Company must submit an application to transfer its securities
to The Nasdaq Capital Market.
About Pacific Ethanol, Inc.
Pacific Ethanol is the largest West Coast-based marketer and
producer of ethanol. Pacific Ethanol has ethanol plants in Madera
and Stockton, California; Boardman, Oregon; and Burley, Idaho.
Pacific Ethanol also owns a 42% interest in Front Range Energy,
LLC which owns an ethanol plant in Windsor, Colorado. Pacific
Ethanol has achieved its goal of 220 million gallons per year of
ethanol production capacity in 2008. In addition, Pacific Ethanol
is working to identify and develop other renewable fuel
technologies, such as cellulose-based ethanol production and
bio-diesel.
Five indirect wholly owned subsidiaries of Pacific Ethanol, Inc.
-- Pacific Ethanol Holding Co. LLC, Pacific Ethanol Madera LLC,
Pacific Ethanol Columbia, LLC, Pacific Ethanol Stockton, LLC and
Pacific Ethanol Magic Valley, LLC -- commenced a case by filing a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code before the United States Bankruptcy Court for the District of
Delaware on May 17, 2009.
Pacific Ethanol Holding Co. LLC and four affiliates filed for
Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713).
Judge Kevin Gross handles the case. Attorneys at Cooley Godward
Kronish LLP represent the Debtors as counsel. Attorneys at Potter
Anderson & Corroon LLP are co-counsel. Epiq Bankruptcy Solutions
LLC is the claims agent. Pacific Ethanol Holding disclosed
$50 million to $100 million in assets and $100 million to
$500 million in debts in its petition.
Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, have not filed for
Chapter 11 bankruptcy protection. The Company is expected to
continue to manage the Plant Subsidiaries under an Asset
Management Agreement and Kinergy and PAP are expected to continue
to market and sell the Plant Subsidiaries' ethanol and feed
production under existing Marketing Agreements.
PALM INC: Elevation to Acquire $35MM Worth of Common Shares
-----------------------------------------------------------
Palm Inc. is offering 16,000,000 shares of common stock. Its
affiliates, including Elevation Partners, L.P., and Elevation
Employee Side Fund, LLC, have informed the Company of their
intention to purchase $35 million of the shares being offered for
investment purposes.
Roger McNamee and Fred Anderson will purchase up to $3 million and
$1 million of Common Stock, respectively.
Any purchase would be made at the public offering price.
Palm will not pay any commissions and the underwriters will not
receive any discounts on shares sold in the offering to its
affiliates, including Elevation.
Goldman, Sachs & Co.; and J.P. Morgan Securities Inc. act as Joint
Book-Running Managers. RBC Capital Markets Corporation acts as
co-manager.
Palm has granted the underwriters an option for 30 days to
purchase up to an additional 2,400,000 shares of common stock to
cover over-allotments, if any, at the public offering price, less
underwriting discounts and commissions.
Palm by Davis Polk & Wardwell LLP, in Menlo Park, California,
advises Palm on the matter. Wilson Sonsini Goodrich & Rosati,
Professional Corporation, in Palo Alto, California, advises the
underwriters.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved the securities,
or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
A copy of the company's preliminary prospectus supplement is
available at no charge at http://ResearchArchives.com/t/s?452f
Headquartered in Sunnyvale, California, Palm Inc. (Nasdaq:PALM)
-- http://www.palm.com/-- provides mobile computing solutions
worldwide. The company offers Palm Treo smartphones, Palm
LifeDrive mobile managers, and Palm handheld computers, as well as
software, services, and accessories.
PALM INC: Posts $161 Mil. Net Loss for August 31 Quarter
--------------------------------------------------------
Palm, Inc., posted a net loss of $161.095 million for the three
months ended August 31, 2009, from a net loss of $39.477 million
for the same period a year ago. Palm booked lower revenues of
$68.004 million for the fiscal first quarter from $366.857 million
for the same quarter last year.
At August 31, 2009, Palm had $793.951 million in total assets;
against total current liabilities of $703.122 million, long-term
debt of $389.0 million, non-current deferred revenues of
$150.096 million, non-current tax liabilities of $5.9 million,
Series B redeemable convertible preferred stock of
$267.905 million, and Series C redeemable convertible preferred
stock of $16.876 million. At August 31, 2009, Palm had
$1.602 billion in accumulated deficit and $738.948 million in
stockholders' deficit.
The Company's cash, cash equivalents and short-term investments
balance was $211.8 million at the end of the first quarter of
fiscal year 2010. Cash used in operations for the first quarter
of fiscal year 2010 was $45.1 million.
As at May 31, 2009, Palm had $643,236,000 in total assets compared
to $1,180,262,000 from a year ago. Palm swung to a $413,865,000
stockholders' deficit as at May 31, 2009, from $111,020,000 in
stockholders' equity a year ago.
"We're making significant progress with Palm's transformation, and
our culture of innovation is stronger than ever. We're launching
more great Palm webOS products with more carriers, and turning our
sights toward growth," Jon Rubinstein, chairman and chief
executive officer, said in a news statement.
The Company shipped a total of 823,000 smartphone units during the
quarter, representing a 134% increase from the fourth quarter of
fiscal year 2009 and a year-over-year decrease of 30%. Smartphone
sell-through for the quarter was 810,000 units, up 76% from the
fourth quarter of fiscal year 2009 and down 21% year-over-year.
On a GAAP basis, net loss applicable to common stockholders for
the first quarter of fiscal year 2010 was ($164.5) million, or
($1.17) per diluted common share. This compares to a net loss
applicable to common stockholders for the first quarter of fiscal
year 2009 of ($41.9) million, or ($0.39) per diluted common share.
The Company's net loss applicable to common stockholders on a GAAP
basis reflects new accounting guidance, effective this quarter,
which requires the anti-dilutive provisions of Palm's series C
preferred shares and related warrants to be treated as derivatives
for financial reporting purposes. The fair value of the
derivatives were estimated as of the first day of fiscal year 2010
and are marked to market on a quarterly basis, with any change in
value reflected in the company's financial results for the period.
As of August 28, 2009, Palm recorded a $235.0 million current
liability related to its series C derivatives. A $27.4 million
non-cash loss on series C derivatives was reflected in the
company's financial results. With regard to the series C
derivatives, any future increases in Palm's stock price from
period to period will be reflected as a non-cash loss on these
derivatives in the company's financial results, and any future
decreases will be reflected as a non-cash gain in the company's
financial results.
Non-GAAP Net Loss for the first quarter of fiscal year 2010 was
($13.6) million, or ($0.10) per diluted share. This compares to a
non-GAAP Net Loss for the first quarter of fiscal year 2009 of
($12.8) million, or ($0.12) per diluted share.
Earnings before interest, taxes, depreciation and amortization, or
EBITDA, for the first quarter of fiscal year 2010 totaled
($149.2) million. EBITDA, adjusted to exclude the impact of
subscription accounting, stock-based compensation, net other
income (expense), restructuring charges (adjustments), an
impairment of non-current auction rate securities and a loss on
series C derivatives, or Adjusted EBITDA, totaled ($2.0) million.
Palm's quarterly operating results are, and will continue to be,
significantly impacted by the timing and size of product launches.
The company's non-GAAP first quarter results reflected the scale
of the launch of Palm Pre with Sprint at the beginning of the
quarter and the subsequent launch of Palm Pre with Bell Mobility
in Canada. Due to the timing and scale of expected product
launches in Palm's second fiscal quarter compared to those which
took place in Palm's first fiscal quarter, and due to lower
anticipated demand for legacy products, the company expects non-
GAAP Adjusted Revenues for its second quarter of fiscal year 2010
to be between $240 million and $270 million.
The Company's planned product launches with additional carriers in
the second half of its fiscal year, together with continuing sales
from products launched in the first half of its fiscal year, are
expected to yield stronger operating performance, resulting in
non-GAAP Adjusted Revenues for fiscal year 2010 of $1.6 billion to
$1.8 billion.
A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?452c
Stockholders' Meeting on September 30
The annual meeting of Palm stockholders will be held September 30,
2009, at 8:00 a.m., local time, at 950 W. Maude Avenue, in
Sunnyvale, California, for these purposes:
(1) To elect to Palm's board of directors, (i) as Class I
directors, Robert C. Hagerty and Jonathan J. Rubinstein,
to hold office for a three-year term and (ii) as a
Class III director, Paul S. Mountford, to hold office for
a two-year term;
(2) To adopt and approve Palm's 2009 Stock Plan;
(3) To adopt and approve Palm's 2009 Employee Stock Purchase
Plan; and
(4) To ratify the appointment of Deloitte & Touche LLP as
Palm's independent registered public accounting firm for
the fiscal year ending May 28, 2010;
(5) To transact such other business as may properly come
before the annual meeting or any adjournment or
postponement of the annual meeting.
A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?452e
About Palm Inc.
Headquartered in Sunnyvale, California, Palm Inc. (Nasdaq:PALM)
-- http://www.palm.com/-- provides mobile computing solutions
worldwide. The company offers Palm Treo smartphones, Palm
LifeDrive mobile managers, and Palm handheld computers, as well as
software, services, and accessories.
PALM INC: S&P Puts 'CCC' Corp. Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'CCC'
corporate credit rating and other ratings on Palm Inc. on
CreditWatch with positive implications, following the company's
announcement that it intends to sell approximately $231 million in
new common stock. Proceeds of the offering, if successful, would
materially improve the company's liquidity.
"The CreditWatch listing reflects the company's announcement that
it plans to sell $231 million in new common stock," said Standard
& Poor's credit analyst Bruce Hyman. The planned offering would
provide additional working capital to support anticipated working
capital expansion, and for other corporate purposes.
"We will review Palm's product plans, competitive position and
financial profile to resolve the CreditWatch," said Mr. Hyman,
"and could raise the corporate credit rating by as much as two
notches, to 'B-'."
PARMALAT SPA: NY Judge Clears Grant Thornton from Bondi Suit
------------------------------------------------------------
Winston & Strawn LLP on September 18 won a complete victory by
defeating a multibillion dollar lawsuit against its client, US
audit firm Grant Thornton LLP. The lawsuit was filed by Enrico
Bondi, the Extraordinary Commissioner of the bankruptcy estate of
Parmalat, the Italian dairy giant that collapsed in late 2003 as a
result of a massive fraud.
Grant Thornton LLP, the US member firm of Grant Thornton
International, did not audit Parmalat. Dr. Bondi's lawsuit sought
to hold Grant Thornton LLP responsible for audits of Parmalat
conducted by what was at the time the Italian member firm of Grant
Thornton International. That Italian firm was expelled several
years ago from Grant Thornton International.
Judge Lewis Kaplan of the United States District Court for the
Southern District of New York granted summary judgment in favor of
Grant Thornton LLP, ending the entire lawsuit. Judge Kaplan ruled
that Dr. Bondi could not recover against Grant Thornton LLP or
Grant Thornton International because Parmalat's own officers were
responsible for the fraud.
Dr. Bondi also sued another auditing firm and various banks, some
of which settled the allegations against them for $100 million and
more. As a result of the ruling, neither Grant Thornton LLP nor
Grant Thornton International will be responsible for paying any
amount of damages to Dr. Bondi or Parmalat.
Bruce Braun, Esq., led the Winston & Strawn team. Linda Coberly,
Esq., argued the motion, which she briefed with associate William
Ferranti, Esq., that led to the dismissal. Partners Scott
Glauberman, Esq., and Andrew DeVooght, Esq., were preparing to
take the case to trial, together with associates Chris Weller,
Esq., Theodore Polley, Esq., Kristin Mace, Esq., William Walsh,
Esq., and Jessica Sturgeon, Esq. Numerous other Winston & Strawn
attorneys, paralegals, and staff contributed to the win.
Winston & Strawn LLP -- http://www.winston.com/-- is an
international commercial law firm with 12 offices.
About Parmalat S.p.A.
Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months. It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.
The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139). Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors. When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts. The U.S. Debtors emerged from bankruptcy on
April 13, 2005.
Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases. The Parma Court has declared the units
insolvent.
On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.
Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd. Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A. The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands. Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases. On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York. In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators. Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.
The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases. On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.
PARMALAT SPA: Court Dismisses Lawsuit Against Bank of America
-------------------------------------------------------------
The Associated Press reports that U.S. District Judge Lewis A.
Kaplan has dismissed lawsuits seeking to hold Bank of America
Corp. and Grant Thornton International responsible in Parmalat's
collapse.
According to The AP, Judge Kaplan said that there is no reliable
evidence that "miscreant corporate officials stole with the
defendants' culpable participation". There was no evidence that
the companies knew about the $18 billion collapse in 2003, the
report says, citing Judge Kaplan.
Parmalat said in a statement that it believed the written ruling
was erroneous and said it will appeal.
Parmalat said that it will appeal the court's decision, The AP
states.
Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months. It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.
The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139). Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors. When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts. The U.S. Debtors emerged from bankruptcy on
April 13, 2005.
Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases. The Parma Court has declared the units
insolvent.
On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.
Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd. Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A. The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands. Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases. On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York. In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators. Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.
The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases. On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.
PERPETUA HOLDINGS: Dispute Over Burr Oak Cemetery Continues
-----------------------------------------------------------
Maudlyne Ihejirika at Chicago Sun-Times reports that the dispute
over Burr Oak Cemetery continues after Perpetua Holdings' lawyers
and the Illinois attorney general's office failed to reach an
agreement on future management of the graveyard. Sun-Times states
that U.S. Judge Pamela Hollis had given the parties an hour to
work on an agreement. Lawyers of plaintiffs with loved ones
buried at Burr Oaks said that they are focusing on $6 million in
trust funds held by Perpetua Holdings, a loan from the Pacesetter
investment firm, and on what insurance and assets the Debtor has
available to pay claims, Sun-Times says.
Arizona-based Perpetua Holdings has owned Burr Oak since 2001.
Perpetua also owns Cedar Park Cemetery in Calumet Park. The
Company filed for Chapter 11 bankruptcy protection, listing
$1 million to $10 million in liabilities owed to up to 200
creditors.
Perpetua Holdings of Illinois, Inc., together with affiliates
Perpetua-Burr Oak Holdings of Illinois, L.L.C., and Perpetua, Inc.
Filed for Chapter 11 on Sept. 14, 2009 (Bankr. N.D. Ill. Case No.:
09-34022). Attorneys at Shaw Gussis Fishman Glantz Wolfson & Tow
represents the Debtors in their Chapter 11 effort.
PETER MATT: Wants Access to FCC and Capstone Cash Collateral
------------------------------------------------------------
Peter Matt & Co., Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to:
-- use cash collateral of First Capital Corp. and Capstone
Business Credit, LLC; and
-- grant adequate protection to FCC.
The Debtor is indebted to FCC, pursuant to a loan and security
agreement dated Aug. 25, 2008, in the amount of $3.41 million,
plus interest, fees, cost, expenses. The Debtor is also indebted
to Capstone in the amount of $19.50 million.
The Debtor solicited necessary financing from various sources.
The agreement with its current secured lender, FCC, broke down
because FCC changed a material term of the proposed agreement at
the last moment. The Debtor added that the U.S. Trustee also
advised the Debtor's counsel that the agreement was overreaching
and extremely unfair to the Debtor.
The Debtor requires access to the cash collateral to operate its
business' daily operations.
As adequate protection, the Debtor proposes to grant FCC with (a)
a continuing, valid, binding, enforceable and automatically
perfected postpetition first priority security interest in the
prepetition collateral; and (b) a replacement lien on all of the
Debtor's postpetition assets. The adequate protection liens are
junior to the carve-out for certain expenses.
FCC Objects
FCC, LLC, a secured lender, objected to the Debtor's cash
collateral motion relating that:
-- FCC will not be adequately protected; and
-- the Debtor, faced with the secured claims of both FCC and
its subordinated secured lender Capstone and hundreds of
thousands of dollars in unsecured wage and vendor claims,
has no equity in the property. FCC added that the
$3.78 million value of the Debtor's potential inventory
liquidation was based on November 2008 assumptions that are
likely no longer viable in today's economic climate.
Otterbourg, Steindler, Houston & Rosen, P.C., represents FCC, LLC.
About Peter Matt & Co., Inc.
Armonk, New York-based Peter Matt & Co., Inc., filed for Chapter
11 of Sept. 1, 2009 (Bankr. S.D.N.Y. Case No. 09-23634). Todd E.
Duffy, Esq., at Anderson Kill & Olick, P.C., represents the Debtor
in its restructuring efforts. The Debtor did not file a list of
its 20 largest unsecured creditors when it filed its petition. In
its petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.
PETRORIG: To Auction Oil Rig Contract September 25
--------------------------------------------------
PetroRig II Pte Ltd.'s rights and interests in an oil rig
construction contract will be auctioned off September 25, 2009, at
10:00 a.m. EDT. Parties who wish to participate in the auction
must submit bids by September 24, 2009, at 10:00 a.m.
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York will convene a hearing on September 29, 2009,
at 10:00 a.m. to consider approval of the sale to the highest
bidder.
Headquartered in Singapore, PetroRig I Pte Ltd, PetroRig II Pte
Ltd, and PetroRig III Pte Ltd are rig-owning Singapore
subsidiaries of Norwegian oilfield driller PetroMENA ASA.
PetroRig I Pte. Ltd. and its affiliates filed for Chapter 11 on
May 17, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-13083). Ira S.
Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP represents
the Debtors in their restructuring efforts. The Debtors listed
between $100 million and $500 million each in assets and debts.
PHILADELPHIA NEWSPAPERS: Hearing on Auction Moved to October 1
--------------------------------------------------------------
Sophia Pearson at Bloomberg News reports that Philadelphia
Newspapers LLC's hearing seeking bankruptcy court approval to sell
its assets at an October auction has been delayed for a second
time. Company attorney Lawrence McMichael told Chief U.S.
Bankruptcy Judge Stephen Raslavich during a brief hearing on
Sept. 21 that Philadelphia Newspapers and its creditors agreed to
postpone the hearing until Oct. 1 in order to continue
negotiations related to the sale.
The Company is contemplating an October 22 auction, wherein a
group of local investors, including Bruce E. Toll, would be lead
bidder for its business. The Debtors have filed a proposed
Chapter 11 plan built around the sale of the business to Mr. Toll
or to the highest bidder.
Philadelphia Newspapers filed a Chapter 11 plan of reorganization
on August 20. The Plan provides for the sale of substantially all
of the Debtors' assets to Mr. Toll-led Philly Papers, LLC, absent
higher and better bids at an auction. Under the deal, Philly
Papers is expected to pay over $41,000,000, after payment of
approximately $6,000,000 in administrative and priority claims.
According to the disclosure statement explaining the Plan, holders
of secured claims, including $66 million, senior secured claims,
will recover 100 cents on the dollar. Holders of $350 million
prepetition unsecured debt claims will recover less than 1% of
their claims. Holders of prepetition unsecured trade claims will
recover up to 6%.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/PhillyNews_DiscStatement.pdf
A copy of the Insider Plan is available for free at:
http://bankrupt.com/misc/PhillyNews_Ch11Plan.pdf
Senior lenders, including CIT Group Inc., have proposed their own
reorganization plan that would allow the Company to emerge from
bankruptcy with about $60 million in debt. Led by Citizens
Bank of Pennsylvania, as agent, senior lenders would own about
95% of the Company with the remainder going to unsecured mezzanine
debt holders. Other unsecured creditors will recover up to 10% of
their claims in cash.
About Philadelphia Newspapers
Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.
Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204). Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel. The Debtors' financial advisor
is Jefferies & Company Inc. The Garden City Group, Inc., serves
as claims and notice agent. Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.
PHILIP PALERACIO: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Philip M. Paleracio, D.D.S, Ltd.
601 S. Rancho Drive Bldg. B-15
Las Vegas, NV 89106
Bankruptcy Case No.: 09-27507
Debtor-affiliates filing separate Chapter 11 petitions:
Entity Case No.
------ --------
The Dental Center Of Nevada, LLC 09-27508
Raul Banda Riegle 09-27509
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Linda B. Riegle
Debtor's Counsel: Charles T. Wright, Esq.
Piet & Wright
3130 S. Rainbow Blvd., Ste. 304
Las Vegas, NV 89146
Tel: (702) 566-1212
Fax: (702) 566-4833
Email: todd.wright@pietwright.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtors' petition, including a list of
their 13 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/nvb09-27507.pdf
The petition was signed by Philip M. Paleracio, president of the
Company.
PILGRIM'S PRIDE: Has Deal With Mt. Pleasant on Taxes
----------------------------------------------------
Pilgrim's Pride Inc. and the Mount Pleasant, Texas, School
District have agreed to resolve their dispute with respect to the
payment of the Debtors' 2008 property taxes.
Pursuant to a stipulation, the Parties have agreed that:
* The Debtors owe MPISD $1,073,888 for all taxes of 2008,
except for interest penalties.
* The Debtors will pay MPISD (a) $698,027 within seven days of
MPISD's execution of the Stipulation; and (b) 375,861 within
30 days from the date of the First Payment.
* MPISD does not waive any right to pursue a claim or to
receive penalties and interest, for 2008 taxes, and the
Debtors do not waive their right to object to a claim or
to receive penalties or interest or to appeal an order
granting the penalties or interest.
* If interest is awarded, the interest will accrue from
February 1, 2009 to the date of payment and will be payable
within 30 days from the date of an Order awarding the
interest.
* The First and Second Payments will be in full satisfaction
of all property taxes for 2008, except penalties and
interest for 2008.
On June 30, 2009, Pilgrim's Pride Corporation paid the First
Payment and Second Payment in full, and accordingly the Debtors
believe the terms of the Stipulation have been satisfied.
However, out of an abundance of caution, the Debtors sought the
approval of the Stipulation by the Court.
The Debtors then sought and obtained the Court's approval of the
Stipulation between the Debtors and Mount Pleasant Independent
School District with respect to the Debtors' settlement of their
2008 Property Taxes.
About Pilgrim's Pride
Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.
Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664). The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.
Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel. The Debtors have also tapped Baker &
McKenzie LLP as special counsel. Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer. The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.
A nine-member committee of unsecured creditors has been appointed
in the case.
As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.
Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.
PORTA SYSTEMS: Issues $1,401,522 Promissory Note to Cheyne
----------------------------------------------------------
Porta Systems Corp. on September 11, 2009, issued its promissory
note dated as of September 1, 2009, payable to Cheyne Special
Situations Fund, LP, the holder of the Company's senior debt, in
the principal amount of $1,401,522.
The note supersedes and replaces in its entirety the Company's
note dated August 1, 2009 payable to Cheyne in the principal
amount of $1,452,477. The reduced principal amount reflects a
payment of principal made by the Company in August. The note,
which represents a further amendment to the Company's working
capital note, is senior debt and secured by substantially all of
the assets of the Company and its subsidiaries. The note reduces
the monthly payments from $125,000 to $62,500 and extends the
maturity date to December 31, 2010.
Porta Systems said in an August 2009 regulatory filing it expects
to continue to engage in negotiations to divest assets.
"During the past several years we have, on a number of occasions,
engaged in negotiations with respect to the sale of one or more of
our divisions. None of our discussions resulted in an agreement.
We expect to continue to engage in such negotiations in the
future," Porta Systems said.
"We cannot give any assurance that we would be able to effect any
sale of our business or that such a sale would not be part of
bankruptcy reorganization," Porta Systems added. "Further, our
senior debt is secured by a lien on substantially all of our and
our subsidiaries' assets, and substantially all, if not all, of
the proceeds from any sale may be required to be paid to our debt
holders, principally the holder of our senior debt.
Porta Systems said its only source of funds other than normal
operations is its senior lender, Cheyne Special Situations Fund,
L.P. Porta Systems noted Cheyne has advised it would not advance
new funds to the Company.
"If we are not able to generate sufficient revenue to enable us to
meet our obligations or obtain financing from Cheyne, we would not
be able to continue in business, and it would be likely that we
would seek protection under the Bankruptcy Code," Porta Systems
said.
On July 31, 2008, the Company implemented a trouble debt
restructuring plan which restructured and reduced its senior and
subordinated debt. As part of the debt restructuring, the Company
issued to Cheyne, as the holder of the senior debt, 7,038,236
shares of common stock, which represents 70% of the outstanding
common stock.
For the six months ended June 30, 2009, the Company paid senior
and subordinated debt of $410,000 of which $124,000 was paid in
the second quarter. The Company paid fees related to its
financing arrangements with Lloyds of $42,000 during the June 2009
Period, of which $26,000 were incurred in the second quarter.
At June 30, 2009, the Company had $13,459,000 in total assets
against $30,209,000 in total liabilities, resulting in $16,750,000
stockholders' deficit. At June 30, 2009, the Company had cash
and cash equivalents of $375,000 compared with $292,000 at
December 31, 2008, and a working capital deficit of $441,000, as
compared with working capital of $827,000 at December 31, 2008.
Porta Systems Corp. designs, manufactures, markets and supports
communication equipment used in telecommunications, video and data
networks worldwide.
PREMIER GOLF: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
LLC Premier Golf Missouri has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Western District
of Missouri.
Kansas City Business Journal reports that LLC Premier was tagged
with a $1.6 million bill for five years' worth of unmetered water
from the Kansas City Water Services Department. Court documents
say that LLC Premier listed more than 200 creditors, saying it had
$7.78 million in liabilities against $10 million to $50 million in
assets, which include $7.53 million in real estate and personal
property.
Mark Simpson, co-developer of the residential property, said in a
statement, "There is no financial relationship between the
residential developers and the Staley Farms Golf Club. As the
developer of Staley Farms community, we are confident that the
bankruptcy court will diligently pursue a prompt resolution that
will allow the golf club to continue to maintain their facilities
and golf course, provide services to their membership and approve
a reorganization plan for the club to leave it in a stronger
financial position once the case is finalized."
LLC Premier Golf Missouri is a private golf course in Kansas City,
Missouri. It is owned by KAH Legacy Development LLC.
PROTOSTAR LTD: Agrees to Return Erroneous Wire Transfer
-------------------------------------------------------
ProtoStar Ltd. has agreed to return an erroneous transfer made by
a former customer just days after ProtoStar's bankruptcy filing.
On July 28, ProtoStar notified Antrix Corporation Ltd. that it was
terminating an agreement effective July 31, 2009, and consequently
it would not be providing any services for July. On Aug. 4,
Antrix wire transferred $262,500 to ProtoStar under the contract
for services ProtoStar would have provided in August. Saying that
it is not entitled to the payment, ProtoStar has submitted to the
Court a stipulation providing for its return of the money to
Antrix. The stipulation is scheduled for hearing on October 22.
About ProtoStar Ltd.
Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.
The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.) The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent. In their petition, the Debtors listed
between US$100 million and US$500 million each in assets and
debts. As of December 31, 2008, ProtoStar's consolidated
financial statements, which include non-debtor affiliates, showed
total assets of US$463,000,000 against debts of US$528,000,000.
PROTOSTAR LTD: PLDT Looking for $27.5MM Deposit, Wants Probe
------------------------------------------------------------
ProtoStar Ltd. is contesting a motion by Philippine Long Distance
Telephone Company to conduct a probe under F.R.B.P. Rule 2004.
The Debtor says that PLDT's proposal would only delay its ongoing
sale process. ProtoStar will hold an Oct. 14 auction for the sale
of its two satellites and other assets.
On August 28, 2009, PLDT filed a motion, seeking discovery
relating to "facts and circumstances" relating to PLDT's deals
with ProtoStar and the transfer of $27.5 million from PLDT to the
Debtors on Sept. 17, 2008. PLDT says it requires information to
determine whether it possesses certain causes of action or claims
against the Debtors and third parties, including the Debtors'
officers and directors as well as alleged secured lenders.
The Debtors operate satellites that provide direct-to-home
satellite television and broadband Internet access across the
Asia-Pacific region. PLDT is a leading telecommunications
provider in the Philippines. In September 2008, the parties
entered into an agreement where ProtoStar was to provide PLDT with
access to certain transponders on the ProtoStar I Satellite,
thereby providing satellite coverage in specific areas, for a
seven-year term beginning in 2011. As part of the deal, PLDT gave
a $27.5 million deposit in September 2008.
ProtoStar in response said that that the PLDT's request for
expedited discovery is overbroad and abusive. It did not say
whether the Priority Deposit is intact. It said PLDT is an
unsecured creditor. Unsecured creditors would have to wait in
line with other equally ranked creditors before receiving pro rata
distributions of their claims pursuant to a Chapter 11 plan.
Secured creditors would have to be paid first before unsecured
creditors are paid.
The Bankruptcy Court has set October 14, 2010, as the general
claims bar date. Proofs of claim by governmental units are due
January 25, 2010.
Meanwhile the Bankruptcy Court entered an order authorizing the
debtors to hire UBS Securities LLC as investment banker and
financial advisor.
About ProtoStar Ltd.
Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.
The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.) The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent. In their petition, the Debtors listed
between US$100 million and US$500 million each in assets and
debts. As of December 31, 2008, ProtoStar's consolidated
financial statements, which include non-debtor affiliates, showed
total assets of US$463,000,000 against debts of US$528,000,000.
ProtoStar is contesting a motion by Philippine Long Distance
Telephone Company for a probe under FRBP Rule 2004. The Debtor
says that PLDT's claims are merely unsecured claims and any probe
would delay its ongoing sale process. On August 28, 2009, PLDT
filed a motion, seeking discovery relating solely to money it is
owed, including "facts and circumstances" relating to PLDT's deals
with ProtoStar and the transfer of $27.5 million from PLDT to the
Debtors on Sept. 17, 2009.
The Bankruptcy Court has set October 14, 2010, as the general
claims bar date. Proofs of claim by governmental units are due
January 25, 2010.
Meanwhile the Bankruptcy Court entered an order authorizing the
debtors to hire UBS Securities LLC as investment banker and
financial advisor.
QUEENS BLVD. LINCOLN: Files Chapter 11 in Brooklyn
--------------------------------------------------
Queens Blvd. Lincoln Mercury Inc. filed for Chapter 11 protection
in Brooklyn (Bankr. E.D.N.Y. Case No. 09-47973). The petition
listed assets of $1.4 million against debt totaling $2.6 million.
Queens Blvd. is a dealer for Ford Lincoln and Mercury automobiles
in Jamaica, New York.
QUEST RESOURCE: RBC Loan Amendment Provides Much Needed Liquidity
-----------------------------------------------------------------
Quest Resource Corporation entered into a Second Amended and
Restated Credit Agreement, as the borrower, with Royal Bank of
Canada, as administrative agent, collateral agent and lender. The
Credit Agreement was amended to, among other things, add a new
$8 million revolving credit facility to provide QRCP the liquidity
necessary to fund its Marcellus Shale development projects in
Appalachia and pay overhead, working capital, and other corporate
costs prior to the expected completion of its recombination with
Quest Energy Partners, L.P. and Quest Midstream Partners, L.P.,
into a new, yet to be named, publicly traded corporation --
NewGasCo.
NewGasCo's strategy will be to create shareholder value through
the efficient development of unconventional resource plays,
including coalbed methane in the Cherokee Basin of southeast
Kansas and northeast Oklahoma and the Marcellus Shale in the
Appalachian Basin. NewGasCo will remain focused on reducing
operating and overhead costs and anticipates significant first
year overhead cost savings, primarily as the result of the
simplified structure.
While QRCP continues to work towards completion of the
recombination before year-end, it remains subject to the
satisfaction of a number of conditions, including, among others,
the arrangement of one or more satisfactory credit facilities for
NewGasCo, the approval of the transaction by the stockholders of
QRCP and the unitholders of QELP and QMLP, and consents from each
entity's existing lenders. There can be no assurance that these
conditions will be met or that the recombination will occur.
Amended RBC Facility
QRCP entered into the Second Amended and Restated Credit Agreement
with Royal Bank of Canada on September 11, 2009.
Royal Bank of Canada A new revolving line of
Loans and Commitments credit was added
as of Restatement Date: permitting borrowings
of up to an initial
Original Term Loan $28,250,000 maximum amount of
Interest Deferral Loan $862,785 $5.6 million until
PIK Loan $282,500 November 30, 2009,
Second PIK Loan $25,000 and thereafter,
Revolving O&G Dev't $8,000,000 provided no event of
Loan Commitment default exists, up to
----------- a maximum of
TOTAL $37,420,285 $8.0 million. The
proceeds of this new
revolving line of
credit will be used primarily to fund development costs associated
with two new horizontal wells and one vertical well in Wetzel
County, West Virginia, and one new vertical well in Lewis County,
West Virginia and for general and administrative expenses, working
capital and other corporate purposes. The maturity date of the
revolving line of credit is July 11, 2010.
The maturity date of the existing term loan was extended from July
11, 2010 to January 11, 2012. The quarterly principal payments of
$1.5 million due September 30, 2009, December 31, 2009, March 31,
2010 and June 30, 2010 were effectively deferred until July 11,
2010 at which time all $6 million will be due. Thereafter, the
Company will be required to make a principal repayment of $1.5
million at the end of each calendar quarter until maturity.
In addition to the revolving line of credit and the term loan,
there are three promissory notes that have been issued under the
Credit Agreement:
-- a $862,785.96 interest deferral note dated June 30, 2009
(representing outstanding due and unpaid interest on the
term loan),
-- a $282,500 payment-in-kind note dated May 29, 2009
(representing a 1% amendment fee payable by the Company in
connection with the fourth amendment to the Company's
existing credit facility), and
-- a second $25,000 payment-in-kind note dated June 30, 2009
(representing an amendment fee payable by the Company in
connection with the fifth amendment to the existing credit
facility).
The maturity date of the interest deferral note was extended to
July 11, 2010. The maturity dates of the two payment-in-kind
notes remained July 11, 2010.
The revolving line of credit, term loan, interest deferral note
and the two payment-in-kind notes may be prepaid at any time
without any premium or penalty.
The interest rate on the term loan, the interest deferral note and
the two payment-in-kind notes was increased from the base rate
plus 9% to the base rate plus 10%. The base rate is generally the
higher of the federal funds rate plus 0.50% or RBC's prime rate.
The "eurodollar" interest rate option was removed from the Credit
Agreement. Payment of interest on these notes may be deferred
until July 11, 2010. Deferred and unpaid interest will bear
interest at the base rate plus 10%, compounded quarterly.
The revolving line of credit is non-interest bearing. Instead, the
Company is required to pay to the lenders a facility fee equal to
$2.0 million on July 11, 2010. The facility fee will be
proportionately reduced if all of the following facility fee
reduction conditions are satisfied: (i) repayment and termination
by the Company of the revolving line of credit, (ii) payment of
the deferred quarterly principal payments under the term loan,
(iii) repayment of the interest deferral note and the two payment-
in-kind notes and (iv) payment of any deferred interest under the
term loan, the interest deferral note and the two payment-in-kind
notes.
In connection with the revolving line of credit, each of Quest
Eastern Resource LLC and Quest Oil & Gas, LLC, assigned to the
lenders an overriding royalty interest in the oil and gas
properties owned by Quest Eastern Resource LLC or Quest Oil & Gas,
LLC, equal in the aggregate to 2% of its respective working
interest (plus royalty interest, if any), proportionately reduced,
in its respective oil and gas properties. Each lender will
reconvey the overriding royalty interest (and any accrued payments
owing to such lender) if on or before July 11, 2010, the facility
fee reduction conditions discussed are satisfied and the term loan
(together with accrued and unpaid interest) is paid in full. Each
lender will reconvey the overriding royalty interest (but not any
accrued payments owing to such lender) if on or before July 11,
2010, the facility fee reduction conditions discussed are
satisfied.
The financial covenants were removed from the Credit Agreement,
but the Company and RBC agreed that if the facility fee reduction
conditions discussed were satisfied on or before July 11, 2010,
they would negotiate in good faith to amend the Credit Agreement
to add financial covenants customary for similar credit agreements
of this type.
The Credit Agreement was amended so that the closing of the
proposed recombination among the Company, Quest Energy Partners,
L.P., and Quest Midstream Partners, L.P., would not be an event of
default under the Credit Agreement.
An additional event of default was added. It is an event of
default under the Credit Agreement if by November 30, 2009, (i) a
joint proxy statement/prospectus with respect to the Recombination
is not filed with the Securities and Exchange Commission, (ii) the
Recombination is not approved by the lenders under the credit
facilities for Quest Energy and Quest Midstream, and (iii) the
boards of directors of the Company, Quest Energy and Quest
Midstream have not approved the terms of any amendments,
restatements or new credit facilities to renew, rearrange or
replace their existing credit facilities.
The requirement to repay a portion of the term loan if RBC
determined the value of the collateral securing the Credit
Agreement was less than the amount of indebtedness outstanding
under the Credit Agreement was eliminated.
A $500,000 letter of credit facility was added to the Credit
Agreement. Outstanding letters of credit will reduce the amount
available under the revolving credit facility.
The requirement to repay the amounts outstanding under the Credit
Agreement with the net proceeds from equity issuances was
eliminated.
BP Corporation North America and its affiliates were added as
approved hedge counterparties under the Credit Agreement.
In connection with the transactions contemplated by the
Recombination, a registration statement of New Quest Holdings
Corp., which will include a prospectus of New Quest and a joint
proxy statement of the Company and Quest Energy and other
materials, will be filed with the Securities and Exchange
Commission.
A full-text copy of the Credit Facility is available at no charge
at http://ResearchArchives.com/t/s?4530
The Troubled Company Reporter said August 21, 2009, QRCP estimated
it will not have enough cash to pay its expenses, including
capital expenditures and debt service requirements, after
September 15, 2009. This date could be extended if QRCP is able
to restructure its debt obligations, issue equity securities or
sell additional assets.
Berenson & Company is acting as the financial advisor to each
Quest entity in restructuring their current debt obligations into
a form satisfactory for NewGasCo.
About Quest Resource
Quest Resource Corporation -- http://www.qrcp.net/,
http://www.qelp.net,and http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P. Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.
As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern. The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.
QRCP does not anticipate being able to make its next quarterly
principal payment due September 30, 2009, under its Amended and
Restated Credit Agreement with Royal Bank of Canada, as
administrative agent and collateral agent.
The TCR said July 14 that QRCP's lenders led by Royal Bank of
Canada, among other things, agreed to waive the interest coverage
ratio and leverage ratio covenants for the fiscal quarter ended
June 30, 2009; and defer until September 30, 2009, interest
payment due on June 30, 2009.
QUEST RESOURCE: Receives Nasdaq Non-Compliance Letter
-----------------------------------------------------
Quest Resource Corporation on September 15, 2009, received a
notice from the staff of The NASDAQ Stock Market, indicating that,
because the Company's stock has not maintained a minimum bid price
of $1 per share for the last 30 consecutive business days, a
deficiency exists under NASDAQ Listing Rule 5450(a)(1).
However, NASDAQ Listing Rule 5810(c)(3)(A) provides the Company a
180 calendar day grace period to regain compliance. The Company's
grace period will expire on March 15, 2010. The Company will
automatically regain compliance with NASDAQ rules if, at any time
during this grace period the bid price for its shares closes at $1
or more per share for a minimum of ten consecutive business days.
If the Company has not regained compliance by the end of this
grace period it will receive a written notification that its
securities are subject to delisting, a determination it can choose
to appeal to NASDAQ Hearing's Panel.
Alternatively, the Company may be granted an additional grace
period if it meets the initial listing standards of The Nasdaq
Capital Market, with the exception of bid price. If the Company
uses this alternative, it will need to submit an application to
transfer its securities to The Nasdaq Capital Market.
About Quest Resource
Quest Resource Corporation -- http://www.qrcp.net/,
http://www.qelp.net,and http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P. Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.
As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern. The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.
QRCP does not anticipate being able to make its next quarterly
principal payment due September 30, 2009, under its Amended and
Restated Credit Agreement with Royal Bank of Canada, as
administrative agent and collateral agent.
The TCR said July 14 that QRCP's lenders led by Royal Bank of
Canada, among other things, agreed to waive the interest coverage
ratio and leverage ratio covenants for the fiscal quarter ended
June 30, 2009; and defer until September 30, 2009, interest
payment due on June 30, 2009.
RATHGIBSON INC: Gets Nod to Pay Work Fees for Potential Lenders
---------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, RathGibson Inc.
obtained approval from the Bankruptcy Court to pay up to $300,000
in expenses by potential lenders who may provide financing to exit
Chapter 11. Although no loan commitments are yet in hand, the
company says it has received "several proposals."
Judge Christopher Sontchi in late August held that the disclosure
statement submitted by RathGibson contains adequate information
necessary for creditors to make an informed judgment on the
proposed reorganization plan. Rathgibson has begun soliciting
votes on the Plan. Ballots are due September 29.
The Court will begin hearings to consider confirmation of the Plan
on October 9. Objections to confirmation are due September 29.
RathGibson negotiated the terms of its reorganization plan with
lenders prepetition. Prior to filing, RathGibson and subsidiary
Greenville Tube Company entered into a Plan Support Agreement,
dated as of July 13, 2009, with holders of in excess of 73% of its
11.25% Senior Notes due 2014.
Terms of the Plan
Pursuant to the Plan, RathGibson's existing indebtedness in
respect of Senior Notes Claims in Class 4 -- estimated at
$209.2 million -- and Senior Note Guaranty Claims in Class 8 will
be cancelled and exchanged for New Common Stock in Reorganized
RathGibson, subject to dilution. The Plan provides a 7% recovery
for Senior Notes Claims and Senior Note Guaranty Claims.
The New Common Stock will not be registered with the SEC or any
state securities regulatory authority and will not trade on any
exchange, or otherwise be publicly traded. Reorganized RathGibson
will retain its Interests in Greenville.
Holders of Allowed Prepetition Secured Credit Agreement Claims,
estimated at $53.35 million, will be paid in full in cash.
Holders of Allowed General Unsecured Claim against RathGibson --
estimated at $13.1 million -- and Allowed General Unsecured Claim
against Greenville -- estimated at $2.0 million -- will receive
payment in full in Cash.
Holders of Existing Rath Securities Laws Claims in Class 6,
Existing Rath Interests in Class 7 and Existing Greenville
Securities Laws Claims in Class 10 get nothing.
The Debtors anticipate that the Plan Effective Date will occur
prior to November 10, 2009.
The Debtors intend to raise funds to satisfy certain payment
obligations under the Plan and the liquidity needs of the
Reorganized Debtors through the issuance, by Reorganized
RathGibson, of rights to acquire shares of New Common Stock
pursuant to the Rights Offering. The Rights Offering is expected
to generate proceeds of up to $60 million. The Debtors will enter
into agreements with certain consenting Noteholders to backstop
the Rights Offering and buy unsold shares.
The aggregate value of the New Common Stock is estimated at
$78.4 million based on the $105.0 million midpoint of the
estimated total enterprise value of the Reorganized Debtors, less
the estimated face amount of the Reorganized Debtors' net debt as
of the Effective Date of roughly $26.6 million.
The Debtors expect that an aggregate of 10,000,000 shares of New
Common Stock will be issued under the Plan. Based on the
preceding estimate, immediately after the consummation of the
Plan, the ownership of Reorganized RathGibson will be:
Shares of
New Common Stock Percent Ownership
---------------- -----------------
Class 4 [___]%
[___]%
DIP Lenders 7.5%
Backstop Equity Investors 5% or 7.5%
-----------
Total 100.0%
A full-text copy of the Joint Plan is available at no charge at
http://ResearchArchives.com/t/s?3f58
A full-text copy of the Disclosure Statement is available at no
charge at http://ResearchArchives.com/t/s?3f57
A full-text copy of the Plan Support Agreement is available at no
charge at http://ResearchArchives.com/t/s?3f59
Debtor RGCH Holdings Corp., the parent company of RathGibson, and
RG Tube Holdings LLC, the ultimate parent, are not proponents of
the Plan. The Plan will result in the deconsolidation of
RathGibson and Greenville from the RG Tube U.S. consolidated
group.
About RathGibson Inc.
Based in Lincolnshire, Illinois, RathGibson Inc. --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/and
http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.
Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line). In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.
RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel. Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors. Kelley Drye & Warren LLP serves as special corporate
counsel. Garden City Group is claims and notice agent. The
petition says that Rathgibson has assets and debts of $100 million
to $500 million.
Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T.
Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington
Trust FSB, as administrative agent, and an ad hoc committee of
certain holders of Senior Notes. Attorneys at Richards, Layton &
Finger P.A., also represent the ad hoc noteholders committee.
READER'S DIGEST: Cleared to Pay $25 Million to Vendors
------------------------------------------------------
The Reader's Digest Association, Inc. obtained final approval from
the Bankruptcy Court to pay as much as $25 million in prepetition
unsecured claims held by critical vendors. The Debtors say the
proposed payments represent approximately 27% of prepetition trade
obligations. A payment exceeding $350,000 to a critical vendor
requires approval by the Official Committee of Unsecured
Creditors.
The Debtors also obtained the Court's authority to pay up to
$8 million for prepetition claims of certain third parties, who
may be entitled to assert various lien claims against the Debtors
or their property or other assets if the Debtors fail to pay for
prepetition goods or services.
The Debtors' ability to retain and grow their customer base and
attract corresponding advertising dollars, according to James H.M.
Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New York,
depends on the Debtors' ability to procure goods and services at
competitive prices and fulfill, produce and distribute their
products timely and accurately. This, in turn, necessitates
carefully-choreographed, highly integrated stages of development,
production and delivery realized through a synchronization of the
numerous third-party suppliers, vendors and service providers
within the Debtors' global supply chain network.
Given the logistical challenges associated with creation,
distribution and customer services related to the Debtors'
products, especially in light of the increasingly global nature of
the Debtors' businesses, the Debtors also outsource to
unaffiliated third parties certain key business processes,
including printing and production, information technology,
customer-related services and distribution and delivery functions.
Accordingly, the Debtors sought Court's authority to pay, in their
sole discretion based on their business judgment, to a certain
class of third-party trade creditors "critical" to the Debtors'
ability to conduct their businesses and operations.
At the same hearing, Reader's Digest also obtained the Court's
approval to pay prepetition wages of employees.
About The Reader's Digest Association
RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world. The
company builds multi-platform communities based on branded
content. With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries. It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year. Its global headquarters are in Pleasantville, N.Y.
Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.
Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire
& Co, LLC, is financial advisor. AlixPartners, LLC, is
restructuring consultant. Kurtzman Carson Consultants is notice
and claims agent.
The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.
Bankruptcy Creditors' Service, Inc., publishes Reader's Digest
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Reader's Digest and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)
SAMSONITE STORES: Can Access Sr. Facility Lenders' Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on an interim basis, Samsonite Company Stores LLC to:
-- use cash collateral of senior facility lenders; and
-- provide adequate protection to the senior facility lenders
for any diminution in value of their interests in the
prepetition collateral.
A final hearing on the cash collateral motion is set for Sept. 25,
2009, at 11:00 a.m. (Eastern Time) before the Hon. Peter J. Walsh,
Courtroom 2 at this Court. Objections were due Sept. 18, 2009.
The Debtor was party to a senior facility agreement dated as of
Oct. 23, 2007, with Royal Bank of Scotland. The senior facility
provided for (i) a $745 million term loan; (ii) a $100 million
acquisition facility; (iii) a $125 million revolving credit
facility; (iv) a 10 million swingline facility; and (v) a
$275 million second lien facility.
The Debtor was also party to a security agreement dated as of
Oct. 23, 2007, with Cameron Acquisitions Corporation and RBS.
The Debtor required the use of cash collateral to finance its
operations.
The senior facility lenders have consented to the use of cash
collateral subject to the provision of adequate protection and
other terms.
As adequate protection, the Debtor will grant replacement liens
and allowed superpriority administrative expense claims to the
senior facility lenders.
The Debtor's use of cash collateral will terminate upon the
occurrence and during the continuation of an event of default.
About Samsonite Corp.
Samsonite Corp. is the worldwide leader in superior travel bags,
luggage and accessories, combining notable style with the latest
design technology and the utmost attention to quality and
durability. In 2006 and 2007, the Company had sales of
$1.1 billion and $1.2 billion, respectively.
Offering superior travel bags, luggage and accessories, under the
Samsonite, Samsonite Black Label, and American Tourister brands,
Samsonite Company Stores LLC operates full-price and outlet stores
in 38 states across the U.S. The Company is a wholly-owned
subsidiary of Samsonite Corporation.
As of July 31, 2009, Company Stores leased 173 retail stores in
the United States located in 38 states. It employs approximately
650 people and had sales of $112 million and $108.1 million in
2007 and 2008, respectively. As of July 31,2009, it had
$233 million in total assets and $1.5 billion in total
liabilities.
Samsonite Company Stores filed for Chapter 11 on September 2, 2009
(Bankr. D. Del. Case No. 09-13102). Attorneys at Young Conaway
Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison
LLP serve as bankruptcy counsel to the Debtor. Hilco Merchant
Resources LLC is liquidation agent. Epiq Bankruptcy Solutions LLC
serves as claims and notice agent. The case has been assigned to
Judge Peter J. Walsh.
SANMINA-SCI CORP: Fitch Puts Stable Outlook; Has 'B' Rating
-----------------------------------------------------------
In a special report issued, Fitch Ratings says the credit quality
of rated U.S. electronics manufacturing services issuers has
improved as companies allocated cash proceeds from recent reduced
working capital requirements toward debt reduction. Fitch's
Outlook for the sector is now Stable versus a Negative Outlook at
the beginning of the year. Fitch expects moderate revenue growth
over the intermediate term coupled with marginal improvement in
profitability to further stabilize and improve credit metrics. In
addition, liquidity remains strong for the sector with minimal
near-term maturities.
Results for the sector through the first half of 2009 were
predictably dour due to the overall economic environment but
exhibited signs of stability that the sector has been missing over
the past several years. Specifically, it appears competitors have
maintained rational behavior in regard to pricing, which when
combined with reduced overall capacity in the sector has enabled
EMS vendors to maintain margins at or above levels of early 2007
despite declines of more than 20% in revenue.
Fitch believes management teams appear to be taking a disciplined
approach to their respective balance sheets and expects only
modest share repurchases, if any, over the next year in preference
to preserving liquidity to support increased working capital
requirements once normalized revenue growth returns.
There are credit concerns however, with a focus on the potential
for pricing pressure to negatively affect profitability and cash
flow going forward. While Fitch believes pricing has remained
healthy so far through the downturn, several EMS vendors have
commented on increasing price competition in the industry. In
addition, further revenue declines could lead to additional
restructuring activity, negatively affecting cash flow for several
quarters.
Companies covered in the EMS report are:
* Celestica Inc. -- Rated 'BB-', Stable Outlook;
* Flextronics International Ltd. -- Rated 'BB+', Stable Outlook;
* Jabil Circuit, Inc. -- Rated 'BB+', Positive Outlook;
* Sanmina-SCI Corp. -- Rated 'B', Stable Outlook.
SARATOGA RESOURCES: Opposes Committee Plea to End Plan Exclusivity
------------------------------------------------------------------
Saratoga Resources Inc. filed with the U.S. Bankruptcy Court a
response to the Official Committee of Unsecured Creditors' motion
for an order terminating the Debtor's exclusive period to file a
plan and solicit acceptances, according to BankruptcyData.com.
The Debtor stated that "Hedge funds like Wayzata inject a new
dynamic into Chapter 11 cases these days. They play by their own
rules and are accountable to no one but themselves. Undisclosed
side deals and the heavy-handed litigation tactics the Court has
observed in this case are among their traditional methods of
operation."
About Saratoga Resources
Saratoga Resources Inc. (OTCBB: SROEQ) is an independent
exploration and production company with offices in Houston and
Covington. Saratoga engages in the acquisition and development of
oil and gas producing properties that allow the Company to grow
through low-risk development and risk-managed exploration.
Saratoga operates 14 fields in Louisiana and Texas with 106 active
producing wells. Current net production is approximately 3,000
barrels of oil equivalent per day -- BOEPD -- with 70% oil versus
gas. Principal holdings cover 37,756 gross (34,246 net) acres,
mostly held-by-production, located in the state waters offshore
Louisiana.
Saratoga Resources, Inc., and certain operating subsidiaries filed
on March 31, 2009, voluntary Chapter 11 petitions in the U.S.
Bankruptcy Court for the Western District of Louisiana in
Lafayette, Louisiana. Saratoga is being advised by its legal
counsel, Adams & Reese LLP; its investment banker, Pritchard
Capital Partners LLC; and its financial advisor, Ambrose
Consulting LLC.
The case is In Re Harvest Oil and Gas, LLC (Bankr. W.D. La. Lead
Case No. 09-50397). Robin B. Cheatham, Esq., at Adams & Reese
LLP, represents the Debtors in their restructuring efforts. The
Debtors listed between $100 million and $500 million each in
assets and debts.
SELECTIVE INSURANCE: S&P Assigns 'BB+' Preferred Stock Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BBB' senior unsecured debt, 'BBB-' subordinated debt,
and 'BB+' preferred stock ratings on Selective Insurance Group
Inc.'s universal shelf registration filed with the SEC on June 18,
2009. This shelf replaces an existing universal shelf
registration filed in September 2006.
The ratings reflect Selective's strong competitive position in its
core Mid-Atlantic market, well-developed predictive modeling
capabilities, and strong financial flexibility. Partially
mitigating some of these strengths are the company's relatively
weak operating performance in recent years, a significant decline
in capital adequacy as per Standard & Poor's capital adequacy
model, the continuing challenges in personal lines, and the
geographic concentration in the Mid-Atlantic region. The
company's pretax earnings in the first half of 2009 were a loss of
$8.3 million, compared with a pretax profit of $62.7 million
during the same period in 2008. The GAAP combined ratio was 99.6%
in the first half of 2009, while the return on revenue was very
modest at 3.6%.
Selective's financial leverage remains conservative and its
liquidity remains strong. As of June 30, 2009, the company's
financial leverage was conservative at about 23.8%, compared with
24.5% at year-end 2008. Also, Selective's GAAP fixed-charge
coverage was 3.5x, compared with 5.0x at year-end 2008.
Ratings List
Selective Insurance Group Inc.
Counterparty Credit Rating BBB/Negative/--
Preliminary Ratings Assigned
Selective Insurance Group Inc.'s universal shelf
Preliminary senior unsecured debt rating BBB
Preliminary subordinated debt rating BBB-
Preliminary preferred stock rating BB+
SIRIUS XM: Receives Nasdaq Non-Compliance Notice
------------------------------------------------
SIRIUS XM Radio Inc., on September 15, 2009, received a letter
from The Nasdaq Stock Market indicating that the bid price of its
common stock for the last 30 consecutive business days had closed
below the minimum $1.00 per share required for continued listing
under Nasdaq Marketplace Rule 5450(a)(1). The notification was
expected, given the reinstitution of such Nasdaq Marketplace Rule
on August 3, 2009, and has no effect on the listing of our common
stock at this time.
Nasdaq stated in its letter that, in accordance with Marketplace
Rule 5810(c)(3)(A), SIRIUS XM has been provided an initial period
of 180 calendar days, or until March 15, 2010, to regain
compliance with the minimum bid requirement. The letter also
states that if at any time before March 15, 2010, the bid price of
SIRIUS XM's common stock closes at $1.00 per share or more for a
minimum of 10 consecutive business days, the Nasdaq staff will
provide written notification that SIRIUS XM has achieved
compliance with the minimum bid requirement.
SIRIUS XM intends to maintain the listing of its common stock on
Nasdaq, and SIRIUS XM will consider available options if its
common stock does not trade at a level likely to result in
compliance with Nasdaq's minimum bid price requirement by
March 15, 2010. In May 2009, SIRIUS XM's stockholders approved an
amendment to its certificate of incorporation to effect a reverse
stock split at a ratio of not less than one-for-ten and not more
than one-for-fifty. SIRIUS XM's board of directors has authority
to select an exchange ratio within the approved range at any time
prior to June 30, 2010. SIRIUS XM's board of directors intends to
effect the reverse stock split only if it determines the reverse
split to be in the best interests of our stockholders. Such a
reverse split would put SIRIUS XM in compliance with the Nasdaq
bid price requirement.
SMURFIT-STONE: Appoints Timothy Griffith as Vice President
----------------------------------------------------------
Smurfit-Stone Container Corporation appointed Timothy T. Griffith
as vice president and treasurer.
"Tim's extensive treasury, finance and financial risk management
experience will be a valued asset as we work to accomplish our
long-term financial goals," said John Murphy, senior vice
president and chief financial officer.
Prior to joining Smurfit-Stone, Mr. Griffith served as vice
president and treasurer of Cooper-Standard Automotive in Novi,
Michigan, and previously served in a variety of financial
leadership roles for Lear Corporation, Citicorp Securities Inc.,
and Comerica Incorporated.
Mr. Griffith will be responsible for managing Smurfit-Stone's
treasury function, including liquidity and cash management,
capital raising and structure, investor relations, risk
management, investment oversight, and corporate credit processes.
Smurfit-Stone also announces the promotion of Brian Gardner to
assistant treasurer, a role he assumed August 1.
Mr. Gardner is responsible for capital issuance and monitoring
Smurfit-Stone's debt compliance, as well as weekly and monthly
debt reporting obligations.
He will also oversee Smurfit-Stone's cash investment and monitor
all of the company's defined benefit and defined contribution plan
investment managers.
Mr. Gardner joined Smurfit-Stone in 1998 as a treasury analyst and
has since held roles of increasing responsibility, including
senior treasury analyst, manager of financial operations and, most
recently, director of corporate finance.
His background includes both credit and treasury analyst positions
for Commerce Bank, Magna Bank, and Bunge Corporation.
Smurfit-Stone Container Corporation is one of the industry's
leading integrated containerboard and corrugated packaging
producers, and one of the world's largest paper recyclers. The
company is a member of the Sustainable Forestry Initiative(R) and
the Chicago Climate Exchange.
Smurfit-Stone generated revenue of $7.04 billion in 2008; has led
the industry in safety every year since 2001; and conducts its
business in compliance with the environmental, health, and safety
principles of the American Forest & Paper Association.
About Smurfit-Stone
Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers. The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada. The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States. The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.
Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235). Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.
Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers. Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October. Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.
James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.
Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
SMURFIT-STONE: Closes Ontonagon, Michigan Plant
-----------------------------------------------
The Smurfit-Stone plant in Ontonagon, Michigan, shut down Tuesday
night due to market conditions, reports Ashley Palumbo of
UpperMichigansSource.com.
The report says the shutdown is sad news for the nearly 200
employees who live in Ontonagon and the surrounding areas, and
that it's still unclear how many employees were directly affected
by the layoffs or how long the shutdown will last.
This is the second time in less than a year that the major
Ontonagon business is idling its machinery, notes the report.
About Smurfit-Stone
Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers. The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada. The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States. The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.
Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235). Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.
Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers. Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October. Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.
James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.
Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
SONIC AUTOMOTIVE: Moody's Affirms 'Caa1' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the Caa1 Corporate Family and
Probability of Default ratings of Sonic Automotive, Inc., and
changed the outlook to positive from negative.
The change in outlook to positive reflects the improvement in
liquidity resulting from Sonic's issuance of $150 million in
unrated convertible debt and raising of $90 million in equity.
These proceeds are intended to redeem the approximately
$160 million 4.25% convertible notes, which can be put to the
company as early as November 2010, and the approximately
$87 million 6.00% convertible notes. "While these two offerings
go a long way towards alleviating Sonic's chronic short-term
liquidity issues, the renewal of the bank revolving credit
facility remains a key open item," stated Moody's Senior Analyst
Charlie O'Shea. "In the event the bank facility is renewed under
terms that Moody's feel will provide Sonic with sufficient
liquidity over the medium term, upward rating pressure would
generate, with potential for a one or two notch upgrade".
Ratings affirmed and LGD point estimates updated include:
* Corporate Family Rating at Caa1
* Probability of Default Rating at Caa1
* Senior secured convertible notes at Caa2 (LGD 5, 73%)
* Senior guaranteed subordinated notes at Caa3 (LGD5, 84%) from
Caa3 (LGD 5, 85%), and
* Senior convertible subordinated notes at Caa3 (LGD 6, 95%).
The most recent rating action for Sonic was the May 21, 2009,
downgrade of the Corporate Family Rating to Caa1 and the upgrade
of the probability of default rating to Caa1, with a negative
outlook assigned.
Sonic Automotive, Inc., headquartered in Charlotte, North Carolina
is a leading auto retailer with 122 franchises, and generates
annual revenues of around $6 billion.
SOURCE INTERLINK: Settles With Bauer Over Alleged Pricing Fixing
----------------------------------------------------------------
Source Interlink Distribution LLC has settled with Bauer
Publishing Co. LP, bringing to a close a suit Source brought
against a raft of competitors and magazine publishers for
allegedly conspiring to fix prices and squeeze Source out of the
retail magazine market, according to Law360.
Bonita Springs, Florida-based Source Interlink Companies, Inc., --
http://www.sourceinterlink.com/-- is a U.S. distributor of home
entertainment products and services and one of the largest
publishers of magazines and online content for enthusiast
audiences. Source Interlink Media, LLC, publishes more than 75
magazines and 90 related Web sites.
Source Interlink and 17 affiliates filed for bankruptcy on
April 27, 2009 (Bankr. D. Del. Case No. 09-11424). Judge Kevin
Gross presides over the case. David Eaton, Esq., and David Agay,
Esq., at Kirkland & Ellis LLP; and Laura Davis Jones, Esq., Mark
M. Billion, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang
Ziehl Young Jones in Wilmington, Delaware, serve as bankruptcy
counsel. Meolis & Company LLC serves as the Debtors' financial
advisors, while Kurtzman Carson Consultants LLC is the Debtors'
claims and notice agent. As of April 24, 2009, the Debtors had
$2,436,005,000 in total assets and $1,995,504,000 in total debts.
SPANSION INC: Court Approves Rejection of Apple Contract
--------------------------------------------------------
Judge Kevin Carey authorized Spansion Inc. and its affiliates to
reject their executory contract with Apple Inc. Judge Carey also
overruled the objection raised by Apple. The Judge directed
Apple to file claims for damages arising as a result of the
rejection of the Agreement within 30 days after the entry of the
Court's order.
Spansion Inc. entered into a Letter Agreement with Apple Inc.,
pursuant to which Spansion agreed to dismiss Apple from a
complaint it filed with the International Trade Commission.
However, in a motion filed with the Court, the Debtors sought to
reject the Letter Agreement asserting that Spansion's relationship
with Apple is not sufficiently profitable to justify dismissal in
the ITC Action.
In response, Apple Inc., told the Court that although Spansion's
goal of licensing its patent portfolio to other memory
manufacturers is legitimate and proper, it is senseless to pursue
that goal in a way that destroys valuable customer relationships
and creates barriers to Spansion's participation in lucrative
component supply chain. According to Apple, the patent
infringement dispute is solely between Samsung Electronics Co.,
Ltd., and Spansion and has nothing to do with itself.
Apple asserted that because rejection of the Letter Agreement is
based upon a faulty legal premise and confers no benefit on the
estate, the Court should deny the request and prevent the Debtors
from "shooting themselves in the foot."
In response, Michael R. Lastowski, Esq., at Duane Morris, LLP, in
Wilmington, Delaware, counsel for the Debtors, asked the Court
to overrule Apple's objection. According to Mr. Lastowski, Apple
incorrectly argued that dismissing itself from the International
Trade Commission Action will not disadvantage Spansion, and Apple
overstates the advantages conferred upon Spansion through
Spansion's business relationship with Apple.
In November 2008, the Debtors filed a patent infringement
complaint against Samsung Electronics Co., Ltd., with the ITC
seeking the exclusion from the United States market of more than
one hundred million mp3 players, cell phones, digital cameras and
other consumer electronic devices containing Samsung's flash
memory components. In the ITC Action, the Debtors named
downstream users of Samsung's infringing devices, including
Apple.
Apple previously agreed that Spansion will remain its primary
supplier, in exchange for the dismissal of the ITC Action against
it. However, the Debtors have determined that the Agreement is
no longer in the best interest of their estates and should be
rejected arguing that their business relationship with Apple is
not sufficiently profitable to justify dismissal of the ITC
Action.
About Spansion Inc.
Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications. Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.
Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690). On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings. Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel. Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case. As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.
Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.
SPANSION INC: Court OKs Brincko & Thoroddsen as CRO Consultants
---------------------------------------------------------------
The Bankruptcy Court authorized Spansion Inc. and its affiliates
to amend the retention of Brincko Associates, Inc., in order to
designate John Brincko and Thora Thoroddsen as chief restructuring
consultants.
Spansion Inc. previously obtained the Court's permission to employ
John P. Brincko as Chief Restructuring Officer. As CRO, Mr.
Brincko was authorized to oversee negotiations with Spansion's
creditors, including debt-holders, to restructure the company's
approximately $1.5 billion in secured and unsecured debt.
Ernst & Young LLP, the Debtors' independent auditors, informed the
Debtors and Brincko Associates that under applicable accounting
rules, it could not issue an auditor report while Mr. Brincko or
Ms. Thoroddsen, serves as officers of the Debtors due to Ernst &
Young's pre-existing client relationship with Brincko Associates.
As a result, the Debtors note, it became necessary for Mr.
Brincko to relinquish his chief restructuring officer title and,
similarly, Ms. Thoroddsen was required to resign as the Debtors'
interim chief financial officer.
The Debtors relate that the designation of Mr. Brincko and Ms.
Thoroddsen as Chief Restructuring Consultants does not materially
change their duties and responsibilities or the services that
they and Brincko Associates will provide to the Debtors.
According to the Debtors, Mr. Brincko will continue to oversee
negotiations with creditors, including debt-holders, assist with
the restructuring of the Debtors' secured and unsecured debt and
help the Debtors formulate and negotiate a plan of
reorganization.
About Spansion Inc.
Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications. Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.
Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690). On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings. Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel. Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case. As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.
Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.
SPANSION INC: Proposes to Assume Contract With LRN Corporation
--------------------------------------------------------------
LRN Corporation and Spansion LLC are parties to that certain
Knowledge Service Provider Agreement whereby LRN provides
propriety, web-based knowledge applications used for an on-line
legal, ethics and compliance educational system consisting of an
interactive library of training modules designed to educate
Spansion employees in various areas of law and ethics, consistent
with Spansion's code of conduct and corporate policies. The LRN
Contract provides for two payments of $28,435 each by Spansion
for the use of LRN's products through December 2, 2009. The
Debtors relate that they have made no postpetition payments under
the LRN Contract but have continued to enjoy access to the
training modules and applications used to train Spansion's
employees.
Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, tells the Court that due to the economic circumstances
that led to the filing of the Chapter 11 Cases, the second
payment, which Spansion still needs to make, no longer reflects
the value of the LRN Contract to Spansion.
Spansion and LRN entered into good faith negotiations to
negotiate a cure amount that would bring the remaining payment
due under the LRN Contract into closer conformity with its true
value to Spansion. As a result, LRN and Spansion entered
into that certain Second Amendment to Knowledge Service Provider
Agreement. Pursuant to the Amendment, the Second Payment is to
be canceled in favor of a reduced payment by Spansion of $21,326,
and an allowed prepetition general unsecured claim for the
remaining $7,109. These payments represent the Second Payment
divided on a pro-rata basis between pre- and post-petition
periods, even though under Section 365 of the Bankruptcy Code,
LRN would technically be entitled to a cure payment of the
full amount.
Pursuant to Section 365 of the Bankruptcy Code, the Debtors seek
the Court's authority to assume the LRN Contract, as amended.
About Spansion Inc.
Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications. Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.
Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690). On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings. Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel. Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case. As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.
Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.
STANDARD PACIFIC: Issues $280-Mil. of 10.750% Sr. Notes Due 2016
----------------------------------------------------------------
Standard Pacific Escrow LLC, a wholly owned indirect subsidiary of
Standard Pacific Corp., on September 17, 2009, issued $280 million
aggregate principal amount of its 10.750% senior notes due 2016
governed by the indenture, dated as of September 17, 2009, between
Escrow LLC and The Bank of New York Mellon Trust Company, N.A.
Under certain conditions, the Company will assume Escrow LLC's
obligations under the Notes and the Indenture. If those
conditions are not met on or prior to October 16, 2009 -- or such
earlier date as the Company determines in its sole discretion that
the escrow conditions cannot be satisfied -- the Notes will be
automatically redeemed at a price in cash equal to 101% of the
aggregate initial offering price of the Notes -- after giving
effect to original issue discount -- plus accrued and unpaid
interest to, but not including, the date of redemption.
The Notes bear interest at a rate of 10.750% per year and will
mature on September 15, 2016. Interest will accrue on the Notes
from September 17, 2009, and will be payable semi-annually on each
March 15 and September 15, commencing March 15, 2010. Other than
the covenants requiring the Company to consummate the Company
Assumption, the covenant and default terms of the Notes are
substantially the same as those associated with the Company's
other senior notes.
Upon the Company Assumption, the Notes will be general senior
obligations of the Company, will be unconditionally, jointly and
severally guaranteed, on a senior basis by the subsidiaries of the
Company that guarantee the Company's outstanding senior notes and
subordinated notes and will be secured by a pledge of the stock of
certain subsidiaries of the Company that secure the Company's
outstanding senior notes. The Notes and related guarantees will
rank equally in right of payment with all of the Company's and the
guarantors' other indebtedness -- except for current and future
obligations that may be subordinated to the Notes.
The Company will have no access to the proceeds of the offering
until it assumes, as primary obligor, the obligations of Escrow
LLC under the Notes. Upon the Company Assumption, the Company
intends to use the net proceeds from the offering, or
approximately $250.6 million to purchase, redeem or retire
existing debt of the Company (and to pay related expenses),
including up to $76 million of inter-company liabilities to
unrestricted subsidiaries. The Company intends to use up to
$175 million of the offering proceeds to purchase through tender
offers (and to pay related expenses), first, the Company's 6-1/2%
Senior Notes due 2010, then, to the extent any amounts remain, the
Company's 6-7/8% Senior Notes due 2011 and finally, to the extent
any amounts remain, up to $50 million principal amount of the
Company's 7-3/4% Senior Notes due 2013 (although the Company
reserves the right to increase the amount of notes it is offering
to purchase in the tender offers).
Upon the Company Assumption, the Company and the subsidiary
guarantors will enter into a registration rights agreement with
the initial purchasers of the Notes, pursuant to which the Company
and the guarantors will be obligated to effect an exchange for the
Notes for registered securities having substantially identical
terms to the Notes or, in the alternative, register the Notes
under the Securities Act, subject to the terms and conditions
therein specified.
SUN-TIMES MEDIA: PBGC Says Sale Should Account for Pension Plans
----------------------------------------------------------------
The Pension Benefit Guaranty Corp. has taken issue with the
bidding procedures for Sun-Times Media Group Inc.'s proposed
$5 million Chapter 11 asset sale, saying they do not take into
account that a prospective bidder may wish to assume one or more
of the seven defined benefit pension plans sponsored by the
company, according to Law360.
As reported by the TCR on September 10, 2009, Sun-Times Media
Group Inc. filed with the Bankruptcy Court motions seeking
approval of the sale of its business to James C. Tyree-led
STMG Holdings LLC, absent higher and better bids at an auction on
October 7.
Sun-Times Media Group has entered into a "stalking horse" asset
purchase agreement with STMG Holdings, LLC, a private investor
group led by Chicago businessman James C. Tyree, for substantially
all assets of Sun-Times Media Group. The buyer will acquire
substantially all assets of the Company for $5 million in cash,
subject to a working capital adjustment, and will assume certain
liabilities of Sun-Times Media Group estimated to total
approximately $20 million.
The Company said that Rothschild Inc. conducted extensive
marketing efforts for its assets or business but only James
C. Tyree-led STMG Holdings LLC submitted an offer to purchase
assets on a going concern basis.
The Company proposes an October 7 auction, and an October 8 sale
hearing. The Bankruptcy Court will consider approval of the
proposed auction procedures on September 24.
About Sun-Times Media
Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/--
(Pink Sheets: SUTM) owns media properties including the Chicago
Sun-Times and Suntimes.com as well as newspapers and Web sites
serving more than 200 communities across Chicago. The Company and
its affiliates conduct business as a single operating segment
which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.
Sun-Times Media's balance sheet at September 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.
The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092).
James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A.
Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP,
assist the Debtors in their restructuring efforts. Kurtzman
Carson Consultants LLC is the Debtors' claims agent. As of
November 7, 2008, the Debtors listed $479,000,000 in assets and
$801,000,000 in debts.
SUNESIS PHARMACEUTICALS: Receives NASDAQ Non-Compliance Letter
--------------------------------------------------------------
Sunesis Pharmaceuticals, Inc., received a letter, dated September
16, 2009, from the Listing Qualifications Staff of The NASDAQ
Stock Market notifying Sunesis that it does not comply with the
minimum $1.00 per share requirement for continued listing on The
NASDAQ Capital Market set forth in NASDAQ Listing Rule 5550(a)(2).
The notice further provides that, pursuant to Listing Rule
5810(c)(3)(A), if, at any time before March 15, 2010, the bid
price for Sunesis' common stock closes at $1.00 or more for the
minimum 10 consecutive business days required, the Staff will
provide written confirmation to Sunesis that it complies with
Listing Rule 5550(a)(2), unless the Staff exercises its discretion
to extend this 10 day period pursuant to Listing Rule
5810(c)(3)(F).
The NASDAQ notice does not impact Sunesis' listing on The NASDAQ
Capital Market at this time and Sunesis will continue to trade
under the symbol "SNSS."
If Sunesis does not demonstrate compliance with Listing Rule
5550(a)(2) by March 15, 2010, the Staff will determine whether
Sunesis meets The NASDAQ Capital Market initial listing criteria
set forth in Listing Rule 5505, except for the $1.00 per share bid
price requirement. If Sunesis meets the initial listing criteria,
the Staff will notify Sunesis that it has been granted an
additional 180 calendar day compliance period. If Sunesis is not
eligible for an additional compliance period, the Staff will
notify Sunesis that its common stock will be delisted. At that
time, Sunesis may appeal to the NASDAQ Listing Qualifications
Panel, and Sunesis would remain listed pending the Panel's
decision. Sunesis cannot provide any assurance that the Panel
will allow Sunesis to remain listed in the event of any appeal.
On July 24, 2009, Sunesis submitted to the Listing Qualifications
Department of the Nasdaq an application to transfer the listing of
its common stock from NASDAQ. On July 29, the Company received
notice from NASDAQ that its application to transfer listing of its
common stock had been approved. The transfer became effective at
the opening of the market on August 3. Sunesis continued trading
under the symbol "SNSS."
Going Concern
The Company related that the recurring operating losses raise
substantial doubt as to its ability to continue as a going
concern. The Company incurred significant losses and negative
cash flows from operations since its inception. As of June 30,
2009, the Company had an accumulated deficit of $347.4 million.
The Company said it needs to raise substantial additional funds to
continue operations, fund additional clinical trials of voreloxin
and bring future products to market. Management plans to finance
the Company's operations with equity issuances, including the
initial closing and potential additional closings of the sale of
units and common stock, debt arrangements, a possible partnership
or license of development or commercialization rights to voreloxin
and, in the long term, product sales and royalties.
About Sunesis Pharmaceuticals
South San Francisco, California-based Sunesis Pharmaceuticals,
Inc. (NASDAQ: SNSS) -- http://www.sunesis.com/-- is a
biopharmaceutical company focused on the development and
commercialization of new oncology therapeutics for the treatment
of solid and hematologic cancers. Sunesis has built a highly
experienced cancer drug development organization committed to
advancing its lead product candidate, voreloxin, in multiple
indications to improve the lives of people with cancer.
TAHOE SHORELINE: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tahoe Shoreline Properties, LLC
453 Lakeshore Boulevard
Incline Village, NV 89451
Case No.: 09-53267
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
District of Nevada (Reno)
Judge: Gregg W. Zive
Debtor's Counsel: Alan R. Smith, Esq.
505 Ridge St.
Reno, NV 89501
Tel: (775) 786-4579
Email: mail@asmithlaw.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
According to the schedules, the Company has assets of at least
$18,850,000, and total debts of $11,926,156.
The petition was signed by Matthew Denio, the company's manager.
Debtor's List of 7 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Wilson & Quint, LLP Legal fees and $28,809
services
Washoe County Treasurer Real Property Taxes $27,791
[APN 123-250-10]
Washoe County Treasurer Real Property Taxes $6,365
[APN 123-250-09]
Washoe County Treasurer Real Property Taxes $5,058
[APN 123-250-07]
Orth-Rodgers & Associates Goods/Services $2,805
RL Engineering Goods/Services $1,466
Johnson Land Surveyors Goods/Services $863
TAMALPAIS BANK: Consents to Cease & Desist Order from FDIC
----------------------------------------------------------
To strengthen and improve its financial condition and operations
consistent with best practices of safe and sound institutions,
Tamalpais Bank has entered into an agreement to consent to the
issuance of an Order to Cease and Desist with the FDIC and the
California Department of Financial Institutions. This order
requires the Bank to develop and implement action plans to address
items identified during the Bank's routine regulatory examination
completed in May 2009; the actions we will take pursuant to the
order will generally be consistent with strategic initiatives
already in process by the Board of Directors and management.
This order does not affect the security of customer deposits. The
customers' deposits with the Company are fully insured to the
highest limits set by the FDIC. The term "Cease and Desist" does
not mean that the Bank stops its normal banking operations.
"Today's current economic conditions and the resulting regulatory
scrutiny are creating challenges for financial institutions of all
sizes and Tamalpais Bank is no exception. We continue to stand by
our borrowers and our depositors as they have been impacted by
declining retail sales, declining real estate values and this
current economic storm," said Mark Garwood, the Bank's Chairman
and CEO, in a Sept. 21 statement. "We are committed to working
with the FDIC and the DFI to implement the actions required by the
order."
The Bank will fully comply with the order's terms and has already
made progress to expeditiously and diligently correct the issues
outlined in the order. Ongoing strategic initiatives to strengthen
the Bank's financial position, reduce credit and funding risk,
increase core deposits and lower the cost of funds are in process
or have been completed.
The Bank is in the process of diversifying its loan portfolio,
reducing concentrations in commercial real estate and multifamily
loans as well as reducing nonperforming and substandard assets.
The Bank has eliminated its wholesale, commercial and multi-family
lending through mortgage brokers as well as the elimination of SBA
lending outside its Bay Area footprint -- all completed in the
first quarter 2009.
A business strategy has been adopted focusing on business owners
and individuals residing in the Company's market area and
providing them with financial services and advice while
incorporating a relationship-based approach to customer service.
The Bank has also focused its sales efforts through the Company's
Marin County-based team of business banking professionals on
building the balances of more profitable, noninterest bearing and
lower cost transaction accounts from within the Company's market
area to reduce cost of funds and dependence on brokered deposits.
In February 2008, the Bank hired Jamie Williams, who has more than
20 years of experience working in the Marin County banking
industry, as Executive Vice President (now the President of the
Bank) to lead the Bank's retail and commercial banking.
The Bank also added experience and depth to the Bank's credit
administration team. In October of 2008, management hired Larry
Cretan as Chief Credit Officer. Mr. Cretan has extensive in-market
commercial lending experience. Additional managers were added, in
the first quarter, with specific experience in portfolio
management and loan administration.
Karry Bryan, the Senior Vice President and Chief Accounting
Officer of the Company, has been appointed the acting Chief
Financial Officer and will assume these responsibilities on an
interim basis. Ms. Bryan joined the Bank in August 2005 as Vice
President of Finance, Controller. She was promoted to First Vice
President, Controller in January, 2006, and to the position of
Senior Vice President, Chief Accounting Officer and Controller in
January, 2007. Prior to joining the Bank, Ms. Bryan served as
Controller for Bank of Marin from November, 2004 to August, 2005.
Ms. Bryan is a CPA, obtained her Masters of Business
Administration in Finance from the University of Chicago, and has
over twelve years of experience in financial services, plus five
years as Senior Auditor with Price Waterhouse, LLP, focusing on
financial services clients.
The Company believes that all of these efforts enable the Bank to
continue to be proactive in monitoring credit quality now and in
the future.
"Tamalpais Bank is recognized by individuals and non-profit, as
well as for-profit businesses for our commitment and leadership,"
said Garwood. "We appreciate the support of these stakeholders as
we work to serve and revitalize our local economy and remain
engaged and committed to actions which will strengthen our
Company. Because of them, we maintain a strong presence in the
market with customers who are advocates and want to do business
with us."
About Tamalpais Bancorp
Tamalpais Bancorp, through its wholly owned subsidiaries Tamalpais
Bank and Tamalpais Wealth Advisors, offers consumer and business
banking through its seven Marin County full service branches, and
wealth advisory services to high net worth families and
institutional clients. The Company had $703 million in assets,
$484 million in deposits and $371 million in assets under
management (AUM) as of June 30, 2009. Shares of the Company's
common stock are traded on the NASDAQ Capital Market System under
the symbol TAMB.
TELKONET INC: Gets $300,000 Loan From Wisconsin Commerce Dept.
--------------------------------------------------------------
Telkonet, Inc., on September 11, 2009, entered into a Loan
Agreement in the aggregate principal amount of $300,000 with the
Wisconsin Department of Commerce.
The outstanding principal balance bears interest at the annual
rate of 2%. Payment of interest and principal is to be made in
this manner:
(a) payment of any and all interest that accrues from the
date of disbursement commences on January 1, 2010 and
continues on the first day of each consecutive month
thereafter through and including December 31, 2010;
(b) commencing on January 1, 2011 and continuing on the first
day of each consecutive month thereafter through and
including November 1, 2016, the Company shall pay equal
monthly installments of $4,426 each; followed by a final
installment on December 1, 2016 which shall include all
remaining principal, accrued interest and other amounts
owed by the Company to the Department under the Loan
Agreement.
The Company is obligated under the Loan Agreement to create and
fill 35 new full-time positions with an average wage of $18 per
hour in Milwaukee, Wisconsin, by December 31, 2012, and,
thereafter maintain each such position until December 31, 2014.
Failure to satisfy this covenant results in an incremental
increase in the interest rate for each new full-time position not
kept, created, or maintained; capped at 4%.
If an event of default under the Loan Agreement occurs, and
subject to an Intercreditor Agreement between the Company, the
Department, Thermo Credit, LLC and YA Global Investments, L.P.,
the Department may, among other things, declare the principal
amount of all obligations under the Loan Agreement immediately due
and payable. Events of default under the Loan Agreement include
failure to pay interest or principal on the borrowings thereunder,
failure to comply with certain covenants or agreements contained
therein, and other events of default customary for financings of
this type, subject to, as the case may be, applicable cure
periods. The Company may prepay amounts outstanding under the
credit facility in whole or in part at any time without penalty.
The credit facility is secured by the Company's assets pursuant to
a General Business Security Agreement. The proceeds from this
loan will be used for the working capital requirements of the
Company.
As of June 30, 2009, the Company had $18.5 million in total assets
and $5,632,036 in total current liabilities and $2,257,539 in
total long-term liabilities.
The Company has an accumulated deficit of $108.4 million and a
working capital deficit of $3.19 million as of June 30, 2009.
The Company believes that anticipated revenues from operations
will be insufficient to satisfy its ongoing capital requirements
for at least the next 12 months. If the Company's financial
resources from operations are insufficient, the Company will
require additional financing to execute its operating plan and
continue as a going concern. The Company cannot predict whether
this additional financing will be in the form of equity or debt,
or be in another form. The Company may not be able to obtain the
necessary additional capital on a timely basis, on acceptable
terms, or at all. In any of these events, the Company may be
unable to implement its current plans for expansion, repay its
debt obligations as they become due, or respond to competitive
pressures, any of which circumstances would have a material
adverse effect on its business, prospects, financial condition and
results of operations.
Management intends to raise capital through asset-based financing
or the sale of its stock in private placements. Management
believes that with this financing, the Company will be able to
generate additional revenues that will allow the Company to
continue as a going concern. There can be no assurance that the
Company will be successful in obtaining additional funding.
About Telkonet
Telkonet Inc. (NYSE Amex: TKO) -- http://www.telkonet.com/--
provides integrated, centrally-managed energy management and
SmartGrid networking solutions that improve energy efficiency and
reduce the demand for new energy generation. The Company's energy
management systems, aimed at the hospitality, commercial,
government, healthcare and education markets, are dynamically
lowering HVAC costs in over 140,000 rooms, and are an integral
part of various utilities' green energy efficiency and rebate
programs.
TERRA BENTLEY II LLC: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Terra Bentley II, LLC
8006 W. 145th Terrace
Overland Park, KS 66223
Bankruptcy Case No.: 09-23107
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
District of Kansas (Kansas City)
Debtor's Counsel: James F.B. Daniels, Esq.
McDowell, Rice, Smith & Buchanan, P.C.
605 W. 47th Street, Suite 350
Kansas City, MO 64112
Tel: (816) 753-5400
Email: jdaniels@mcdowellrice.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company has assets of at least
$4,564,588, and total debts of $7,608,849.
A full-text copy of the Debtor's petition, including a list of its
3 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/ksb09-23107.pdf
The petition was signed by Eric Comeau, principal of the Company.
THELEN LLP: Files for Chapter 7 Bankruptcy Protection
-----------------------------------------------------
The Recorder reports that Thelen LLP has filed for Chapter 7
protection, after its partnership agreed to dissolve the Company.
According to The Recorder, the filing was expected due to the
timing of a writ of attachment filed by one of Thelen's landlords,
entitling the landlord to $25 million of the Company's assets.
The Recorder says that the landlord won approval for that writ in
June 2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling. Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.
Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution. It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006. Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.
TOMLINSON GROUP: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: The Tomlinson Group, LLC
aka Tomlinson Group, LLC
dba Park Place Inn
fdba Quality Inn & Suites, franchisee
fdba American Fork Quality Inn & Suites
712 S. Utah Valley Drive
American Fork, UT 84003
Bankruptcy Case No.: 09-30111
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
District of Utah (Salt Lake City)
Judge: R. Kimball Mosier
Debtor's Counsel: Robert Fugal, Esq.
Bird & Fugal
384 East 720 South, Suite 201
Orem, UT 84058
Tel: (801) 426-4700
Email: robfugal@birdfugal.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by Randy Lee Tomlinson, manager/registered
agent of the Company.
TOWN CENTER: Has Until September 23 to File Schedules & Statement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
extended until Sept. 23, 2009, Town Center, LLC's time to file its
schedules and statement of financial affairs.
Brookfield, Wisconsin-based Town Center, LLC filed for Chapter 11
on Sept. 1, 2009 (Bankr. E.D. Wis. Case No. 09-32733.) Mark L.
Metz, Esq. at Leverson & Metz, S.C. represents the Debtor in its
restructuring effort. In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.
TOWN CENTER: Proposes Leverson & Metz as Bankruptcy Counsel
-----------------------------------------------------------
Town Center, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Wisconsin for authorization to employ Leverson & Metz
S.C. as counsel.
L&M will represent the Debtor in the Chapter 11 case.
Mark L. Metz shareholder with L&M, tells the Court that L&M
received a $50,000 retainer. After application of services, fees
and expenses, L&M holds $42,080 in L&M's trust account as a
retainer for postpetition services to be rendered to the
Debtor.
The hourly rates of L&M personnel are:
Mr. Metz $330
Leonard G. Leverson $330
Olivier Reiher, associate $210
Donna B. Krueger, paralegal assistant $100
Mr. Metz assures the Court that L&M is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.
Mr. Metz can be reached at:
Leverson & Metz, S.C.
225 E. Mason St., Suite 100
Milwaukee, WI 53202
Tel: (414) 271-8502
Fax: (414) 271-8504
About Town Center, LLC
Brookfield, Wisconsin-based Town Center, LLC, filed for Chapter 11
on Sept. 1, 2009 (Bankr. E.D. Wis. Case No. 09-32733). In its
petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.
TOWN CENTER: U.S. Trustee Sets Meeting of Creditors for Sept. 29
----------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of creditors
in Town Center, LLC's Chapter 11 case on Sept. 29, 2009, at
1:30 p.m. The meeting will be held at the U.S. Courthouse,
Room 482, 517 East Wisconsin Avenue, Milwaukee, Wisconsin.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Brookfield, Wisconsin-based Town Center, LLC, filed for Chapter 11
on Sept. 1, 2009 (Bankr. E.D. Wis. Case No. 09-32733). Mark L.
Metz, Esq., at Leverson & Metz, S.C., represents the Debtor in its
restructuring effort. In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.
TRONOX INC: To Conduct Huntsman Led Auction on December 8
---------------------------------------------------------
Tronox Incorporated will be conducting an auction for its business
on December 8 where Huntsman Corp. will be the lead bidder.
Tronox Incorporated has entered into a "stalking horse" asset and
equity purchase agreement with Huntsman Pigments LLC, Huntsman
Australia R&D Company Pty Ltd. and Huntsman Corporation, under
which Tronox will sell substantially all of its assets relating to
its titanium dioxide and electrolytics business for $415 million,
absent higher and better bids for those assets.
Competing bids are due December 1. Tronox will present to the
Bankruptcy Court the results of the Dec. 8 auction at a hearing on
December 10.
Huntsman -- http://www.huntsman.com/-- is a global manufacturer
and marketer of differentiated chemicals. It intends to purchase
Tronox's:
* titanium dioxide facilities in The Netherlands and the
United States, excluding the facility in Savannah,
Georgia;
* a 50% joint venture interest in another titanium dioxide
facility in Australia and associated mining and other
operations; and
* electrolytic production facilities in the United States.
Huntsman will receive a $12.5 million break-up fee and up to $3
million in expense reimbursement if Tronox pursues another
transaction. Tronox Inc. has negotiating a clause in the sale
agreement with Huntsman Corp. that allows it to cancel the deal if
it can get higher returns for creditors by pursuing a
reorganization plan.
About Tronox Inc.
Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes. Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products. The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries. In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.
Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008. The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.
Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156). The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors. The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.
An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases. The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.
Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B. Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK. As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.
Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TRONOX INC: Plan Exclusivity Extended to Dec. 15, Not March 31
--------------------------------------------------------------
The Bankruptcy Court extended until Dec. 15, 2009, Tronox Inc.
exclusive period to file a Chapter 11 plan. Tronox originally
requested for a March 31, 2010 extension of its plan filing
deadline. However, it agreed to shorten its request for an
extension at the Sept. 15 hearing amidst objections by some
parties.
The Court said that the order approving the extension is without
prejudice to Tronox's ability to seek further extensions or of any
party to move to reduce or terminate exclusivity.
Tronox has told the Court that while it is preparing to conduct an
auction where Huntsman Corp. will be lead bidder for its assets,
it has also held preliminary discussions with stakeholders over
the terms of a standalone reorganization plan. However,
discussions on a standalone plan are their infancy due to the many
unresolved contingencies in the Debtors' cases.
The official committee of equity holders opposed the request for a
March 31 extension. Termination of the exclusive period will
allow the equity committee and other parties to file a Chapter 11
plan for the Debtors.
About Tronox Inc.
Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes. Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products. The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries. In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.
Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008. The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.
Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156). The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors. The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.
An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases. The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.
Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B. Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK. As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.
Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
UAL CORP: $2.6BB Cash in Q3; More Liquidity Initiatives Underway
----------------------------------------------------------------
UAL Corporation, the holding company whose primary subsidiary is
United Air Lines, Inc., on September 16, 2009, provided an
investor update related to its financial and operational outlook
for the third quarter of 2009.
The Company expects to end the third quarter with an unrestricted
cash balance of approximately $2.6 billion. This includes roughly
$300 million from financings, asset sales and other liquidity
initiatives completed or likely to be completed during the
quarter, including $155 million from the spare parts financing
that closed early in the third quarter. The company expects to
end the third quarter with a restricted cash balance of
approximately $300 million and fuel hedge collateral posted with
counterparties of $60 million.
In addition, the Company has other liquidity initiatives underway
that it expects to complete in the fourth quarter.
The Company expects to be in full compliance with its credit
facility covenants in the third quarter. The company believes
that excluding fuel hedge expenses from non-operating expense is
useful to investors because it more clearly depicts the
performance of other non-operating revenue and expense items.
The Company also said third quarter 2009 consolidated available
seat miles (ASMs) are estimated to be down 5.9% year-over-year, in
line with prior guidance. Third quarter 2009 consolidated revenue
passenger miles (RPMs) are estimated to be down 3.0% to 4.0% year-
over-year.
The Company estimates consolidated passenger unit revenue (PRASM)
to be down 15.8% to 16.8% year-over-year for the third quarter,
and mainline PRASM to be down 17.8% to 18.8% year-over-year.
The Company estimates third quarter 2009 mainline non-fuel unit
cost per ASM (CASM), excluding profit sharing and certain
accounting charges, to be down 0.5% to 1.0% year-over-year, and
consolidated non-fuel CASM, excluding profit sharing and certain
accounting charges, to be flat to down 0.5% year-over-year. Both
mainline and consolidated non-fuel unit costs have improved from
the company's prior guidance.
The Company estimates mainline fuel price, including the impact of
cash settled hedges, to be $2.13 per gallon for the third quarter.
The Company has previously posted cash collateral with its fuel
hedge counterparties that will be used to cover hedge losses as
contracts settle.
A portion of the Company's total fuel hedge gains and losses are
classified as non-operating expense, with the remaining classified
as operating fuel expense. Based on Sept. 11, 2009, closing
forward prices, the company expects to recognize $39 million of
cash losses on settled hedge contracts reported in non-operating
expense in the third quarter. Excluding hedge impacts, non-
operating expense is estimated to be $130 million to $140 million
for the third quarter.
Because of its net operating loss carry-forwards, the Company
expects to pay minimal cash taxes for the foreseeable future and
is not recording incremental tax benefits at this time. The
company expects an effective tax rate of 0% for the third quarter
of 2009.
A full-text copy of the investor update is available at no charge
at http://ResearchArchives.com/t/s?452d
About UAL Corporation
Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc. United Airlines is the world's second largest air
carrier. The airline flies to Brazil, Korea and Germany.
The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts. Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy. Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006. The company emerged from bankruptcy protection
on February 1, 2006.
(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)
* * *
As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.
UAL CORP: Appoints Jane Garvey as New Member of Board
-----------------------------------------------------
The Board of Directors of UAL Corporation, acting in accordance
with the Restated Certificate of UAL, increased the number of
directors on the Board from 12 to 13, effective September 23,
2009.
The Board appointed Jane Garvey to serve as a new member of the
Board and also appointed Ms. Garvey to serve on the
Nominating/Governance Committee. Ms. Garvey's appointments are
effective September 23, 2009.
Ms. Garvey is not a party to any arrangement or understanding with
any person pursuant to which she was appointed a director, nor is
she a party to any transaction requiring disclosure pursuant to
Item 404(a) of Regulation S-K.
Ms. Garvey is a former administrator of the Federal Aviation
Administration. She is the chairman of Meridiam Investment Fund
NA. She also serves on the Bi-Partisan Policy Project, which is
examining the future of transportation policy in the United
States. She most recently served on the transition team for
President Barack Obama, focusing on transportation policies and
related infrastructure challenges. Prior to that, she headed the
U.S. Public/Private Partnerships at JPMorgan, where she advised
states on financing strategies to facilitate project delivery for
state governments.
"We are pleased to welcome a leader of Jane Garvey's caliber to
our board," said UAL Chairman, President and CEO Glenn Tilton.
"She has intimate knowledge of, and direct experience addressing,
many of the key challenges that have faced our industry over the
past decade. We couldn't ask Jane to join us at a more opportune
time, as we enter our multi-day, long-term strategic board session
-- an annual session that we ask of our board every September."
Appointed by President Clinton in 1997, Ms. Garvey is the first
FAA administrator to serve a five-year term, and the first woman
appointed to that role. She has received the National Air
Transportation Association's Distinguished Service Award and the
National Council of Public-Private Partnerships Leadership Award,
among others.
About UAL Corporation
Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc. United Airlines is the world's second largest air
carrier. The airline flies to Brazil, Korea and Germany.
The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts. Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy. Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006. The company emerged from bankruptcy protection
on February 1, 2006.
(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)
* * *
As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.
UBS AG: Warns US Clients of Accounts Disclosure to Tax Authorities
------------------------------------------------------------------
Kim Dixon at Reuters reports that UBS AG has warned its U.S.
clients that their secret Swiss accounts may be revealed to US tax
authorities after next Wednesday's expiration of an amnesty
program.
According to a letter from UBS obtained by Reuters, the Company
told the clients that their accounts fall under a deal signed in
August that ended a dispute with the U.S. government over off-
shore assets of U.S. clients. Reuters states that the clients
will decide whether to participate in the U.S. Internal Revenue
Service's amnesty program that reveals income in tax havens like
Switzerland, Cayman Islands, and Monaco.
Reuters says that in exchange for coming clean by the September 23
deadline, individuals pay back taxes and a reduced fine, while
generally avoiding criminal charges.
Based in Zurich, Switzerland, UBS AG (VTX:UBSN) --
http://www.ubs.com/-- is a global provider of financial services
for wealthy clients. UBS's financial businesses are organized on
a worldwide basis into three Business Groups and the Corporate
Center. Global Wealth Management & Business Banking consists of
three segments: Wealth Management International & Switzerland,
Wealth Management US and Business Banking Switzerland. The
Business Groups Investment Bank and Global Asset Management
constitute one segment each. The Industrial Holdings segment
holds all industrial operations controlled by the Group. Global
Asset Management provides investment products and services to
institutional investors and wholesale intermediaries around the
globe. The Investment Bank operates globally as a client-driven
investment banking and securities firm. The Industrial Holdings
segment comprises the non-financial businesses of UBS, including
the private equity business, which primarily invests UBS and
third-party funds in unlisted companies.
As reported in the Troubled Company Reporter-Europe, UBS has
amassed more than US$53 billion in writedowns and losses since the
credit crisis began. The bank expects to post a loss in the
second quarter of 2009. The bank's net loss for full-year 2008
widened to CHF19.697 billion from of CHF5.247 million in the prior
year. Net losses from continuing operations totaled
CHF19.327 billion, compared with losses of CHF5.111 billion in the
prior year. UBS attributed the losses to negative revenues in its
fixed income, currencies and commodities (FICC) area. For the
2008 fourth quarter, UBS incurred a net loss of CHF8.100 billion,
down from a net profit of CHF296 million. Net loss from
continuing operations was CHF7.997 billion compared with a profit
of CHF433 million. The Investment Bank recorded a pre-tax loss of
CHF7.483 billion, compared with a pre-tax loss of CHF2.748 billion
in the prior quarter. This result was primarily due to trading
losses, losses on exposures to monolines and impairment charges
taken against leveraged finance commitments. An own credit charge
of CHF1.616 billion was recorded by the Investment Bank in fourth
quarter 2008, mainly due to redemptions and repurchases of UBS
debt during this period.
UBS said it will further reduce its headcount to 15,000 by the end
of the year. UBS's personnel numbers reduced to 77,783 on
December 31, 2008, down by 1,782 from September 30, 2008, with
most staff reductions at its investment banking unit.
VERASUN ENERGY: To Present Liquidating Plan on October 23
---------------------------------------------------------
VeraSun Energy Corporation, its debtor affiliates obtained
approval from the Bankruptcy Court of the disclosure statement
explaining its Chapter 11 plan. VeraSun Energy Corp. is
soliciting votes on a Chapter 11 plan in anticipation of a
confirmation hearing scheduled to begin Oct. 23. Objections to
confirmation of the Plan are due October 16.
VeraSun Energy, its debtor affiliates, and the Official Committee
of Unsecured Creditors submitted to the U.S. Bankruptcy Court for
the District of Delaware on July 31, 2009, a joint Chapter 11 plan
of liquidation and an accompanying disclosure statement.
The Plan provides for the distribution of substantially all of the
assets of the Debtors to various creditors and to subsequently
wind up the Debtors' corporate affairs. Creditors are required to
return their ballots by October 16.
VeraSun expects to have as much as $138 million for distribution
under the Plan. After taking out $24 million for administrative
costs and $5 million for priority claims, up to $99 million will
remain for distribution to unsecured creditors.
The sale of seven plants to Valero Energy Corp. by itself
generated $420 million, not including $18 million of accounts
receivable and $112 million in cash. VeraSun proceeded to pay off
$301 million in claims held by lenders that financed the Chapter
11 case and had claims secured by the plants. It later paid off
the remaining $107 million in claims secured by the plants Valero
bought.
The other nine VeraSun plants were sold to secured creditors in
exchange for debt. VeraSun's plants were theoretically capable of
producing 1.64 billion gallons of ethanol annually.
A full-text copy of the Chapter 11 Liquidation Plan is available
for free at http://bankrupt.com/misc/VerSPlan.pdf
A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/VerSDS.pdf
About VeraSun Energy
Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains. Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.
The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent. The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC. The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.
VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer. The purchased assets included five ethanol production
facilities and a development site. The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.
Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site. Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility. The purchase price also includes working capital
and other certain adjustments.
VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan. AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.
On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota. The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility. VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).
VISTEON CORP: John Donofrio Resigns as Sr. VP and Gen. Counsel
--------------------------------------------------------------
John Donofrio on September 17, 2009, resigned as Senior Vice
President and General Counsel of Visteon Corporation effective as
of October 2.
The Company has also announced the appointment of Michael K.
Sharnas to the position of Vice President and General Counsel of
the Company effective as of October 3, 2009. Previously,
Mr. Sharnas was an Assistant General Counsel of the Company.
About Visteon Corp.
Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers. The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany. It has facilities in 27 countries and employs roughly
35,500 people. The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.
Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818). Judge Christopher S. Sontchi oversees the
Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel. The Debtors' investment banker and financial
advisor is Rothschild Inc. The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC. The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.
Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of Visteon
Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
WATERFORD PARK: Files for Chapter 11 in Orlando
-----------------------------------------------
Waterford Park at Waterford Lakes Ltd. filed for Chapter 11
protection on Sept. 15 in Orlando (Bankr. M.D. Fla. Case No.
09-13739), saying assets and debt both exceed $10,000, Bloomberg's
Bill Rochelle said.
Waterford Park at Waterford Lakes Ltd. is 115,000-square-foot
office project in Orlando, Florida. The project is a development
by Orlando-based Park Development Corp.
WEST HAWK: Gets Court Approval to Hire Four Professionals
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
West Hawk Energy (USA) LLC and its debtor-affiliates to employ
several professionals to assist the Debtors in their restructuring
efforts, including:
* Rothgerber Johnson & Lyons LLP, Kupchik Rossi LLC, and
Calvert Law, LLC as special counsel; and
* Chiron Financial Advisors LLC as financial advisor.
Professionals of Kupchik Rossi will bill $250 per hour for this
engagement. Papers filed with the Court did not disclose the
compensation rates of Rothgerber and Calvert. Chiron Financial
will receive a fee of 2.0% for any interim loan secured by the
Debtor's assets, payable at closing, with a minimum fee of
$100,000.
The Debtors assured the Court that the firm is a "disinterested
person as defined in Section 101(14) of the Bankruptcy Code.
About West Hawk Energy USA, LLC
Headquartered in Englewood, Colorado, West Hawk Energy USA, LLC --
http://www.westhawkdevelopment.com/-- provides energy products
(e.g. oil and gas) from a variety of sources. Assets under
development include the figure four natural gas property located
in the Piceance Basin, Colorado, being developed under a drilling
and development agreement; and the Groundhog coal property located
in northwest British Columbia.
The Company filed for Chapter 11 on Dec. 18, 2008 (Bankr. D. Colo.
Case No. 08-30241). Cecilia Kupchik, Esq., at Kupchik Rossi LLC
represents the Debtor in its restructuring effort. The Debtor did
not file a list of 20 largest unsecured creditors. In its
petition, the Debtor listed assets and debts both ranging from
$10 million to $50 million.
WESTMORELAND COAL: Amends Annual Report to Address SEC Concerns
---------------------------------------------------------------
Westmoreland Coal Company filed Amendment No. 2 to its Annual
Report on Form 10-K for the year ended December 31, 2008, in
response to certain comments made by the staff of the Securities
and Exchange Commission.
In response to such comments, Westmoreland Coal (i) amended Part
II, Item 9A (Controls and Procedures) to include an amended
subsection (a) and (ii) filed currently dated certifications of
our Chief Executive Officer and Chief Financial Officer as
required under the Sarbanes-Oxley Act of 2002. No other change
has been made to the Form 10-K, and the Form 10-K/A does not
amend, update or change any other Item or the disclosures in the
Form 10-K in any way. The Form 10-K/A does not reflect events
occurring after the filing of the Form 10-K or modify or update
those disclosures, including any exhibits to the Form 10-K
affected by subsequent events.
A full-text copy of the Amendment is available at no charge at:
http://ResearchArchives.com/t/s?4531
Westmoreland Coal Company (NYSE Amex:WLB) --
http://www.westmoreland.com/-- is the oldest independent coal
company in the United States. The Company's coal operations
include coal mining in the Powder River Basin in Montana and
lignite mining operations in Montana, North Dakota and Texas. Its
power operations include ownership of the two-unit ROVA coal-fired
power plant in North Carolina.
As of June 30, 2009, the Company had $793.36 billion in total
assets and $1.018 billion in total liabilities, resulting in
$221.74 million in Westmoreland Coal Company shareholders'
deficit.
Going Concern Opinion
The Company has suffered recurring losses from operations, has a
working capital deficit and a net capital deficiency that raise
substantial doubt about the ability of the Company to continue as
a going concern.
The Company's lending arrangements contain, among other
conditions, events of default and various affirmative and negative
covenants. As reported by the Troubled Company Reporter on
August 11, 2009, the Company as of June 30 defaulted on a leverage
ratio covenant in its WML debt agreement as a result of customer
outages. The leverage ratio is calculated using Earnings Before
Interest, Taxes, Depreciation and Amortization, or EBITDA, as
defined by the agreement, for the previous four quarters. As a
result the Company believes it will not be able to meet the
leverage ratio measurement for at least the next three quarters.
The Company is currently in discussions with its lenders regarding
resolution but in the absence of a waiver, the Company has
classified $125.0 million of outstanding WML debt previously
classified as noncurrent to a current liability in the
Consolidated Balance Sheet.
The Company's belief that it will not be able to meet the WML
leverage ratio covenant for the next three quarters could also
potentially trigger future cross defaults on the Company's
convertible notes and WRI term debt. As a result, the Company
also classified $11.0 million of its convertible note debt and
$3.2 million of its WRI term debt also formerly classified as
noncurrent to current liabilities.
As a result of the non-compliance, the Company's lenders may
require additional operating and financial restrictions, the
payment of additional fees, acceleration of the amortization
schedule, an increase in the interest rates charged, or a
foreclosure on the assets securing such indebtedness.
Specifically, until a resolution is reached, the lenders have
limited the Company's ability to access funds under WML's
$25.0 million revolving line of credit. No funds were drawn under
this revolving line of credit at June 30, 2009.
WHITE ENERGY: Gets Shorter Exclusivity Extension
------------------------------------------------
White Energy Inc. sought a Dec. 3 extension of its exclusive
period to file a Chapter 11 plan. It got an extension until
Oct. 15 after opposition from creditors, Bill Rochelle at
Bloomberg News said.
The official committee of unsecured creditors in White Energy
Inc.'s cases said that it has an agreement with lenders on a
consensual Chapter 11 plan.
Headquartered in Dallas, Texas, White Energy, Inc. --
http://www.white-energy.com/-- builds and acquires ethanol
production projects. White Energy's plants have a combined
capacity of producing 240 million gallons of ethanol a year,
making it one of the 10 largest ethanol producers in the U.S. and
the second-largest gluten maker. Two plants are in Texas with the
third in Kansas. White spent $323 million building the plants in
Texas.
The Company and its debtor-affiliates filed for Chapter 11 on
May 7, 2009 (Bankr. D. Del. Lead Case No. 09-11601). Michael R.
Lastowski, Esq., at Duane Morris LLP, represents the Debtors in
their restructuring efforts. The Debtors tapped The Garden City
Group Inc. as claims agent. On the petition date, the Debtors
disclosed assets and debts ranging from $100 million to
$500 million.
WILLIAM HOLMES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William P. Holmes
aka Willaim Holmes
P.O. Box 694
Gates Mills, OH 44040
Bankruptcy Case No.: 09-18813
Chapter 11 Petition Date: September 18, 2009
Court: United States Bankruptcy Court
Northern District of Ohio (Cleveland)
Judge: Arthur I. Harris
Debtor's Counsel: Dennis J. Kaselak, Esq.
Village Station
401 South Street
Chardon, OH 44024
Tel: (440) 285-3511
Fax: (440) 285-3363
Email: dkaselak@peteribold.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of Mr. Holmes' petition, including a list of his
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/ohnb09-18813.pdf
The petition was signed by Mr. Holmes.
WYNN RESORTS: Wants to Raise HK$12.6 Billion From IPO
-----------------------------------------------------
Wynn Resorts Ltd. will seek as much as HK$12.6 billion based on
pricing set over the weekend for a Hong Kong listing of the
Company's Macau assets in October, Rick Carew and Jonathan Cheng
at The Wall Street Journal reports, citing people familiar with
the matter.
The Journal relates that Wynn Resorts' listing is set for
October 9. Wynn Resorts and its bankers set over the weekend a
price range of between HK$8.52 and HK$10.08 per share for the IPO,
and the Company is offering 1.25 billion shares, equivalent to 25%
of the equity of Wynn Resorts' Macau operations, The Journal says,
citing the source.
According to The Journal, the source said that Wynn Resorts has
secured investments in the IPO from some Hong Kong tycoons, who
will invest a total of US$250 million.
The Journal says that J.P. Morgan Chase & Co., Morgan Stanley, and
UBS AG are advising Wynn Resorts on the IPO.
Wynn Resorts, The Journal states, hasn't said what it will use its
new funds for.
Headquartered in Las Vegas, Wynn Resorts Limited (Nasdaq: WYNN) --
http://www.wynnresorts.com/-- owns and operates Wynn Las Vegas
and Wynn Macau.
* * *
As reported by the TCR on August 20, 2009, Standard & Poor's
Ratings Services said it affirmed its 'BB' corporate credit rating
on Wynn Resorts Ltd. and its wholly owned subsidiary Wynn Las
Vegas LCC. The rating outlook is negative.
According to the TCR on August 11, 2009, Fitch Ratings assigned
'B+' issuer default rating to Wynn Resorts, Ltd.
The TCR reported on April 24, 2009, that Moody's Investors Service
said that Wynn Resorts, Limited's ratings weren't immediately
affected by the Company's announcement that Wynn Las Vegas, LLC,
entered into a bank loan amendment that provides additional
covenant flexibility and extends the expiration date of its
revolver to 2013 from 2011.
YOUNG BROADCASTING: Updated Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Young Broadcasting, Inc.
599 Lexington Avenue
New York, NY 10022
Bankruptcy Case No.: 09-10645
Chapter 11 petition date: Feb. 13, 2009
Debtor-affiliates filing separate Chapter 11 petitions Feb. 13,
2009:
Entity Case No.
------ --------
Young Broadcasting of Davenport, Inc. 09-10648
Winnebago Television Corporation 09-10649
Young Broadcasting of Green Bay, Inc. 09-10650
KLFY, L.P. 09-10651
Young Broadcasting of Knoxville, Inc. 09-10652
LAT, Inc. 09-10653
WATE, G.P. 09-10655
WKRN, G.P. 09-10656
Young Broadcasting of Los Angeles, Inc. 09-10657
YBK, Inc. 09-10658
YBT, Inc. 09-10659
Young Broadcasting of San Francisco, Inc. 09-10660
Young Broadcasting of Louisiana, Inc. 09-10661
Young Broadcasting of Sioux Falls, Inc. 09-10662
Adam Young, Inc.. 09-10663
Honey Bucket Films, Inc. 09-10664
Young Broadcasting of Nashville, LLC. 09-10665
Fidelity Television, Inc. 09-10666
Young Broadcasting Shared Services, Inc. 09-10968
Young Broadcasting of Nashville, Inc. 09-10669
Young Broadcasting of Rapid City, Inc. 09-10670
Young Broadcasting of Lansing, Inc. 09-10671
Young Broadcasting of Richmond, Inc. 09-10672
Young Broadcasting of Albany, Inc. 09-10673
Debtor-affiliates filing separate Chapter 11 petitions Sept. 16,
2009:
Entity Case No.
------ --------
Young Broadcasting Capital Corp. 09-15606
Young Communications Inc. 09-15607
Related Information: The Debtors own 10 television stations and
the national television representation firm,
Adam Young Inc. Five stations are
affiliated with the ABC Television Network
(WKRN-TV - Nashville, TN, WTEN-TV - Albany,
NY, WRIC-TV - Richmond, VA, WATE-TV -
Knoxville, TN, and WBAY-TV -Green Bay, WI),
three are affiliated with the CBS Television
Network (WLNS-TV - Lansing, MI, KLFY-TV -
Lafayette, LA and KELO- TV - Sioux Falls,
SD), one is affiliated with the NBC
Television Network (KWQC-TV - Davenport, IA)
and one is affiliated with MyNetwork (KRON-
TV - San Francisco, CA). In addition, KELO-
TV-Sioux Falls, SD is also the MyNetwork
affiliate in that market through the use of
its digital channel capacity.
See: http://www.youngbroadcasting.com
Court: Southern District of New York
Judge: Arthur J. Gonzalez
Debtor's Counsel: Jo Christine Reed, Esq.
Sonnenschein Nath & Rosenthal LLP
1221 Avenue of the Americas
New York, New York 10020
Tel: (212) 398-5832
Fax: (212) 768-6800
http://www.sonnenschein.com
Consultant: UBS Securities LLC
Accountant: Ernst & Young LLP
Claims Agent: Epiq Bankruptcy Solutions LLC
Chief Restructuring Officer: David Pauker
Total Assets: $575,600,070
Total Debts: $980,425,190
The Debtors are now asking the Court for permission to waive to
file a list of creditors and set certain procedures to notify
their creditors of commencement of their cases.
The petition was signed by James A. Morgan, Esq. chief financial
officer.
* Fitch Eyes Moderate Revenue Growth in Electronics Services Cos.
-----------------------------------------------------------------
In a special report issued, Fitch Ratings says the credit quality
of rated U.S. electronics manufacturing services issuers has
improved as companies allocated cash proceeds from recent reduced
working capital requirements toward debt reduction. Fitch's
Outlook for the sector is now Stable versus a Negative Outlook at
the beginning of the year. Fitch expects moderate revenue growth
over the intermediate term coupled with marginal improvement in
profitability to further stabilize and improve credit metrics. In
addition, liquidity remains strong for the sector with minimal
near-term maturities.
Results for the sector through the first half of 2009 were
predictably dour due to the overall economic environment but
exhibited signs of stability that the sector has been missing over
the past several years. Specifically, it appears competitors have
maintained rational behavior in regard to pricing, which when
combined with reduced overall capacity in the sector has enabled
EMS vendors to maintain margins at or above levels of early 2007
despite declines of more than 20% in revenue.
Fitch believes management teams appear to be taking a disciplined
approach to their respective balance sheets and expects only
modest share repurchases, if any, over the next year in preference
to preserving liquidity to support increased working capital
requirements once normalized revenue growth returns.
There are credit concerns however, with a focus on the potential
for pricing pressure to negatively affect profitability and cash
flow going forward. While Fitch believes pricing has remained
healthy so far through the downturn, several EMS vendors have
commented on increasing price competition in the industry. In
addition, further revenue declines could lead to additional
restructuring activity, negatively affecting cash flow for several
quarters.
Companies covered in the EMS report are:
* Celestica Inc. -- Rated 'BB-', Stable Outlook;
* Flextronics International Ltd. -- Rated 'BB+', Stable Outlook;
* Jabil Circuit, Inc. -- Rated 'BB+', Positive Outlook;
* Sanmina-SCI Corp. -- Rated 'B', Stable Outlook.
* Jones Day Bills $9 Million for 2 Bankruptcy Cases
---------------------------------------------------
Jones Day has served as lead debtors' counsel to Boscov's Inc. and
special labor counsel to the Minneapolis Star Tribune in their
bankruptcy cases, billing almost $9 million in bankruptcy fees.
Boscov's has recently obtained approval of its liquidating plan.
Star Tribune has recently obtained approval of a reorganization
plan.
Jones Day labor and employment partner Robert Ford in San
Francisco worked closely with Star Tribune general counsel Randy
Lebedoff to renegotiate union contracts, AM Law states, citing
lawyers familiar with the matter.
* Joseph R. Manning Offers Debt Settlement Alternative
------------------------------------------------------
Business Week reports that apprentice star and business mogul
Donald Trump is overextended and in financial trouble again -- and
once again "the Donald is scrambling to renegotiate the loans and
shore up his wobbly empire." Business Week, August 2008. Trump
may be able to renegotiate (as he has in the past) because the
banks and other creditors think they can cut better deals outside
of bankruptcy court than inside bankruptcy court.
"Regular folks may not know it, but they have some of the same
options as 'the Donald' when they get in over their heads with
unsecured debt such as credit cards and medical bills," says
Joseph R. Manning, Jr., Esq., General Counsel for Next Move 123, a
Newport Beach, California debt settlement company.
Next Move 123 provides consumers with the assistance of
experienced non-attorney negotiators. "Our objective is to settle
consumer debt for less than the amount owed and place the consumer
on a path to financial independence," said Sean Reynolds,
President of Next Move 123.
Debt settlement is a proven bankruptcy alternative. "Creditors
have strong incentives to work with Next Move 123 to resolve
consumer debts. In bankruptcy, creditors often wait only to
recover less than the amounts they can obtain by settling credit
card debt and other debt. Debt settlement also helps creditors
avoid the cost of collection agencies and collection attorneys --
I know this because our processing department has settled debts
with virtually all major credit card companies," says Manning.
Increases in minimum payments required by credit card companies
are also driving consumers to debt settlement as a bankruptcy
alternative. "We are getting calls every day from consumers pushed
over the edge by increased minimum payments on their credit cards.
MBNA, CitiBank and Bank of America have already announced they
will double their minimum monthly payments to 4% of the
outstanding balance rather than the existing 2%," said Reynolds.
Sean Reynolds has worked in the consumer finance field for over 18
years. As President of Next Move 123, he is now assisting
consumers to restructure their personal finances with debt
settlement.
Joseph R. Manning, Jr., is a civil justice attorney that practices
in the state and federal courts of California representing
consumers against insurance companies and large corporations.
Manning is the CEO and General counsel of Next Move 123.
Based in Newport Beach, Calif., Next Move 123, Inc.,
(http://NextMove123.com)is a debt settlement firm dedicated to
assisting consumers to reduce unsecured debt and become
financially independent.
* Lenny Goldberger Presents at Financial Restructuring Conference
-----------------------------------------------------------------
Leonard P. Goldberger, Esq., a Stevens & Lee Shareholder,
presented "Distressed M&A Opportunities Amid Crisis" at the
Distressed Investing & Financial Restructuring China 2009
Conference in Shanghai, China, September 10 and 11, 2009.
Mr. Goldberger discussed valuation risks and strategies in
distressed mergers and acquisitions, acquisitions through
different types of bankruptcies, the impact of a distressed
situation on joint ventures and other topics in a panel discussion
with other bankruptcy professionals.
Mr. Goldberger has over 33 years of experience practicing business
bankruptcy law. He works with domestic and foreign investors in
the acquisition and financing of financially-distressed
businesses, and represents insurers in asbestos, mass tort and
environmental bankruptcy cases Mr. Goldberger is a member of the
INSOL International Technical Programme Committee, a group of only
16 insolvency practitioners worldwide. He also completed INSOL
International's inaugural Global Insolvency Practice Course, with
honors, and became an INSOL Fellow. A former Vice President,
Director and Executive Committee member of the American Bankruptcy
Institute, Mr. Goldberger was also the Chair of the American
Bar Association's Committee on Insurance Coverage Subcommittee on
Insolvency, and a member of the ABA's Litigation Section and its
Tort Trial and Insurance Practice Section.
Mr. Goldberger has lectured and written extensively on bankruptcy
law topics and currently serves on the editorial board of the
American Bankruptcy Institute Journal. He has appeared as a guest
commentator on CourtTV.
Mr. Goldberger received a J.D. from Villanova University School of
Law and a B.A., summa cum laude, from Temple University.
About Stevens & Lee
Among the 200 largest law firms in the nation, Stevens & Lee --
http://www.stevenslee.com-- is part of a multidisciplinary
professional services platform which also consists of a FINRA-
licensed investment bank, a D&O and E&O insurance risk consulting
business, a swap and derivative advisory business, federal and
state lobbying units, a health care risk consulting business and a
government incentives and sales and use tax consulting business.
The firm's 240 multidisciplinary professionals represent clients
throughout the Mid-Atlantic region and across the country from 15
offices in: Philadelphia, Reading, Harrisburg, Valley Forge,
Lancaster, the Lehigh Valley, Scranton and Wilkes-Barre,
Pennsylvania; Princeton and Cherry Hill, New Jersey; Wilmington,
Delaware; New York City and Charleston, South Carolina.
* Matthew Shirah Joins Mesirow as Managing Director
---------------------------------------------------
Mesirow Financial Consulting, LLC has appointed Matthew Shirah as
managing director in its corporate recovery group. Based in
Atlanta, Mr. Shirah will focus primarily on the continued build-
out of MFC's national corporate restructuring practice and will
report to Ralph S. Tuliano, MFC president and executive managing
director.
Mr. Shirah has years of experience advising creditors and debtors
on various aspects of corporate restructurings and
reorganizations, including the development of liquidity and cost
management strategies. His industry expertise ranges from airlines
and real estate to finance, manufacturing and retail. Most
recently, Mr. Shirah served as director at Alvarez & Marsal, where
he advised clients on cost management, forecasting, business plan
assessment and bankruptcy planning and procedures. Prior to that,
he was senior vice president at MFC before leaving to pursue his
M.B.A.
"Matt will focus on growing our restructuring practice in the
southeast and increasing our broad footprint and ability to
service clients in markets across the country," said Tuliano. "We
are very pleased with Matt's return to MFC as this illustrates our
continued ability to attract top talent in the marketplace."
Mr. Shirah holds a Certified Insolvency and Restructuring Advisor
(CIRA) designation and is a member of the Association of
Insolvency and Restructuring Advisors, the Turnaround Management
Association and the American Bankruptcy Institute. He received his
B.S.B.A. in Finance from Appalachian State and his M.B.A. from
Emory University.
About Mesirow Financial Consulting
A full-service financial advisory consulting provider, MFC
provides corporate recovery, litigation and investigative
services, valuation services, interim management (Interim
management services provided by Mesirow Financial Interim
Management, LLC.), operations and performance improvement,
distressed mergers and acquisitions, alternative investment
services, due diligence services and technology advisory services.
About Mesirow Financial
Mesirow Financial -- http://www.mesirowfinancial.com/-- is a
diversified financial services firm headquartered in Chicago.
Founded in 1937, it is an independent, employee-owned firm with
more than $30 billion in assets under management and 1,200
employees in locations across the country and in London. With
expertise in Investment Management, Investment Services, Insurance
Services, Investment Banking, Consulting and Real Estate, Mesirow
Financial strives to meet the financial needs of institutions,
public sector entities, corporations and individuals. For the
fiscal year ended March 31, 2009, the firm posted $467 million in
revenue, with more than $ 267 million in capital.
* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
Total
Share- Total
Total holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------- --------- --------
ABSOLUTE SOFTWRE ABT CN 117 1 35
ACCO BRANDS CORP ABD US 1100 -107 135
AFC ENTERPRISES AFCE US 142 -26 12
AMER AXLE & MFG AXL US 1920 -736 -1119
AMR CORP AMR US 24138 -3000 -3129
ARBITRON INC ARB US 220 0 2
ARVINMERITOR INC ARM US 2627 -846 3
AUTOZONE INC AZO US 5296 -45 -527
BIOSPECIFICS TEC BSTC US 12 6 9
BLOUNT INTL BLT US 474 -36 151
BOARDWALK REAL E BEI-U CN 2377 -22 N.A.
BOARDWALK REAL E BOWFF US 2377 -22 N.A.
BP PRUD BAY-RTU BPT US 9 8 0
BURCON NUTRASCIE BU CN 4 3 2
CABLEVISION SYS CVC US 9307 -5284 -198
CARDTRONICS INC CATM US 468 -10 -50
CENTENNIAL COMM CYCL US 1455 -948 180
CENVEO INC CVO US 1459 -231 186
CHENIERE ENERGY CQP US 1920 -436 27
CHENIERE ENERGY LNG US 2785 -364 184
CHOICE HOTELS CHH US 357 -141 -22
CINCINNATI BELL CBB US 2009 -623 -19
CLOROX CO CLX US 4576 -175 -757
COMMERCIAL VEHIC CVGI US 269 5 59
CONEXANT SYS CNXT US 399 -161 135
DEXCOM DXCM US 65 1 37
DISH NETWORK-A DISH US 7265 -1519 -240
DOMINO'S PIZZA DPZ US 461 -1372 113
DUN & BRADSTREET DNB US 1623 -719 -147
DYAX CORP DYAX US 68 -37 32
EASTMAN KODAK EK US 7105 -109 1100
EINSTEIN NOAH RE BAGL US 150 -4 -47
ELECTRO-OPTICAL MELA US 8 7 6
ENERGY COMPOSITE ENCC US 0 0 0
EPICEPT CORP EPCT SS 16 -3 7
EXELIXIS INC EXEL US 333 -123 29
EXTENDICARE REAL EXE-U CN 1719 -47 111
FORD MOTOR CO F US 204327 -9418 -39573
FORD MOTOR CO F BB 204327 -9418 -39573
GENCORP INC GY US 1015 1 -8
GLG PARTNERS INC GLG US 494 -271 166
GLG PARTNERS-UTS GLG/U US 494 -271 166
GOLD RESOURCE CO GORO US 7 6 5
HEALTHSOUTH CORP HLS US 1888 -662 -77
HOVNANIAN ENT-A HOV US 2285 -73 1524
HOVNANIAN ENT-B HOVVB US 2285 -73 1524
HUMAN GENOME SCI HGSI US 670 -55 117
IDENIX PHARM IDIX US 82 -4 34
IMAX CORP IMX CN 270 -18 55
IMAX CORP IMAX US 270 -18 55
IMMUNOMEDICS INC IMMU US 53 1 -20
IMS HEALTH INC RX US 2030 -22 318
INCYTE CORP INCY US 159 -291 101
INSULET CORP PODD US 99 -3 63
INTERMUNE INC ITMN US 165 -80 98
IPCS INC IPCS US 553 -34 68
ISTA PHARMACEUTI ISTA US 72 -78 24
JAZZ PHARMACEUTI JAZZ US 108 -88 -17
JUST ENERGY INCO JE-U CN 457 -652 -369
KNOLOGY INC KNOL US 639 -44 37
LIN TV CORP-CL A TVL US 781 -187 14
LINEAR TECH CORP LLTC US 1421 -266 963
LOGMEIN INC LOGM US 47 7 1
MANNKIND CORP MNKD US 267 -19 0
MAP PHARMACEUTIC MAPP US 65 1 24
MAXLIFE FUND COR MXFD US 0 0 0
MEAD JOHNSON-A MJN US 1926 -808 466
MEDIACOM COMM-A MCCC US 3707 -426 -265
MODAVOX INC MDVX US 5 3 -1
MONEYGRAM INTERN MGI US 6221 -23 -105
MOODY'S CORP MCO US 1873 -749 -404
NATIONAL CINEMED NCMI US 603 -499 91
NAVISTAR INTL NAV US 9383 -1294 180
NEWCASTLE INVT C NCT US 3265 -2183 N.A.
NPS PHARM INC NPSP US 144 -219 80
OCH-ZIFF CAPIT-A OZM US 1854 -157 N.A.
ONCOGENEX PHARMA OGXI US 7 3 4
ONCOLYTICS BIO ONC CN 12 9 9
ONCOLYTICS BIO ONCY US 12 9 9
OSIRIS THERAPEUT OSIR US 129 2 64
OTELCO INC-IDS OTT-U CN 349 9 24
OTELCO INC-IDS OTT US 349 9 24
OVERSTOCK.COM OSTK US 129 -3 33
PALM INC PALM US 793 -454 -269
PDL BIOPHARMA IN PDLI US 217 -306 140
PERMIAN BASIN PBT US 10 0 9
PETROALGAE INC PALG US 7 -32 -16
POTLATCH CORP PCH US 916 0 N.A.
QWEST COMMUNICAT Q US 20226 -1051 260
REGAL ENTERTAI-A RGC US 2647 -228 -40
RENAISSANCE LEA RLRN US 58 0 -6
REVLON INC-A REV US 797 -1074 87
SALLY BEAUTY HOL SBH US 1464 -645 420
SANDRIDGE ENERGY SD US 2364 -91 114
SEALY CORP ZZ US 1001 -230 137
SELECT COMFORT C SCSS US 86 -46 -82
SEMGROUP ENERGY SGLP US 314 -131 -11
SIGA TECH INC SIGA US 8 -13 -4
SINCLAIR BROAD-A SBGI US 1606 -148 -342
SONIC CORP SONC US 828 -22 75
SPECIALTY PRODUC SPIE US 53 9 10
STANDARD PARKING STAN US 230 4 -13
STEREOTAXIS INC STXS US 43 -10 -3
SUCCESSFACTORS I SFSF US 165 -5 1
SUN COMMUNITIES SUI US 1192 -81 N.A.
SYNERGY PHARMACE SGYP US 4 1 1
TALBOTS INC TLB US 855 -206 -25
TAUBMAN CENTERS TCO US 2858 -289 N.A.
TENNECO INC TEN US 2767 -263 240
THERAVANCE THRX US 206 -159 144
TREE TOP INDUSTR TTII US 0 0 0
UAL CORP UAUA US 18805 -2628 -2345
UNISYS CORP UIS US 2726 -1344 133
UNITED RENTALS URI US 3918 -46 316
US AIRWAYS GROUP LCC US 7857 -336 -548
VECTOR GROUP LTD VGR US 757 2 158
VENOCO INC VQ US 725 -165 -3
VIRGIN MOBILE-A VM US 320 -256 -126
WARNER MUSIC GRO WMG US 3988 -142 -680
WEIGHT WATCHERS WTW US 1085 -791 -309
WORLD COLOR PRES WC CN 2641 -1735 479
WORLD COLOR PRES WC/U CN 2641 -1735 479
WR GRACE & CO GRA US 3815 -351 977
YRC WORLDWIDE IN YRCW US 3418 -72 -696
ZYMOGENETICS INC ZGEN US 271 -14 85
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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA. Danilo Munnoz, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2009. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Christopher
Beard at 240/629-3300.
*** End of Transmission **